Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Atmi Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Life Time Fitness, Inc.), Agreement and Plan of Merger (Home Loan Servicing Solutions, Ltd.), Agreement and Plan of Merger (Mocon Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 8.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 8.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 8.01 shall not require the approval of the stockholders of either the Company or Parent or the Companyas sole stockholder of Merger Sub.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Loxo Oncology, Inc.), Agreement and Plan of Merger (ARMO BioSciences, Inc.), Agreement and Plan of Merger (Stryker Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent the Company or the CompanyParent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders of either Parent the Company or the Companystockholders of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Apexigen, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (Digitalnet Holdings Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver of this Agreement pursuant to Section 8.05 8.5 shall, in order to be effective, require, in the case of the Purchaser or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Companycontemplated by Section 1.3(c)).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aspect Medical Systems Inc), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Trimeris Inc)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, 8.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 8.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 8.01 shall not require the approval of the stockholders of either Parent or the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Celator Pharmaceuticals Inc), Agreement and Plan of Merger (Sapient Corp), Agreement and Plan of Merger (Jazz Pharmaceuticals PLC)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Acquisition Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/), Agreement and Plan of Merger (Metaldyne Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 9.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 9.01 shall not require the approval of the stockholders of either the Company or Parent or the Companyas sole stockholder of Merger Sub.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (POINT Biopharma Global Inc.), Agreement and Plan of Merger (Chinook Therapeutics, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CEB Inc.), Agreement and Plan of Merger (Centurylink, Inc), Agreement and Plan of Merger (SAVVIS, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors Directors, or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors Directors, or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment of this Agreement pursuant to Section 8.04 9.3 or an extension or waiver pursuant to Section 8.05 9.4 shall, in order to be effective, require, require in the case of MergerCo or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.ARTICLE X
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Signature Brands Usa Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or or, to the extent permitted by Law, the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Caesars Entertainment Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 7.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 7.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior pursuant to the Effective Time Section 7.01 shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the CompanyQwest, Parent CenturyLink or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of CenturyLink or the stockholders of either Parent or the CompanyQwest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centurytel Inc), Agreement and Plan of Merger (Qwest Communications International Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver of this Agreement pursuant to Section 8.05 8.5 shall, in order to be effective, require, require action by the respective Boards of Directors of the applicable parties (in the case of Public Company and Private Company) or the Stockholders Representative (in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the CompanyStockholders).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dare Bioscience, Inc.), Stock Purchase Agreement (Cerulean Pharma Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Partnership Merger Effective Time shall not require the approval of the stockholders of either Parent the Company or the Companyapproval of the stockholders of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trade Street Residential, Inc.), Agreement and Plan of Merger (Independence Realty Trust, Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver of this Agreement pursuant to Section 8.05 8.5 shall, in order to be effective, require, in the case of Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Company.contemplated by Section 1.3). ARTICLE 9
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.01, an amendment of this Agreement pursuant to Section 8.04 9.03 or an extension or waiver of this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, requirerequire in the case of Parent, Merger Sub or Sports Field, action by the corporation’s Board of Directors and in the case of the CompanyMajority Shareholder, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Companywritten authorization.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Anglesea Enterprises, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors, and in the case of Cap Rock Holding, action by an executive manager. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Semco Energy Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (Avaya Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver under this Agreement pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of the Company, Parent Merger Sub or Merger SubMDI, action by its Board of Directors or or, to the extent permitted by law, the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the CompanyMDI.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Industries Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the stockholders of the Company.. ARTICLE IX
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section Section 8.01, an amendment of this Agreement pursuant to Section 8.04 Section 8.03 or an extension or waiver pursuant to Section 8.05 Section 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (Radvision LTD)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cap Rock Energy Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01Agreement, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of Acquirer, action by the Acquirer Governing Body, or, in the case of Acquisition Subsidiary or the Company, Parent or Merger Sub, action by its Board board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Companydirectors.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 9.02 or an extension or waiver pursuant to Section 8.05 9.03 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, 7.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 7.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 7.01 shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.01, an amendment of this Agreement pursuant to Section 8.04 9.03 or an extension or waiver of this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, require, require in the case of the CompanyParent, Parent Merger Sub or Merger SubTAG, action by its the corporation's Board of Directors or and in the duly authorized designee thereof. Termination event of this Agreement prior to the Effective Time shall not require the approval TAG action by a majority of the stockholders of either Parent or the Companyits shareholders.
Appears in 1 contract
Samples: Merger Agreement (AirtimeDSL)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.017.01, an amendment of this Agreement pursuant to Section 8.04 7.03 or an extension or waiver pursuant to Section 8.05 7.04 shall, in order to be effective, require, in require notice thereof to the case of the Company, Parent or Merger Sub, action other parties hereto as contemplated by its Board of Directors or the duly authorized designee thereofSection 8.02. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders of either the Company or the equityholders of Parent or the CompanyMerger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avid Technology, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the shareholders of the Company.
Appears in 1 contract
Samples: Form of Agreement and Plan of Merger (Martin Marietta Materials Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of the Company, Parent or Merger SubParent, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors, and in the Effective Time shall not require the approval case of the stockholders Company, action by the Shareholder and the Company’s Board of either Parent Directors or the Companyduly authorized designee of its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TAC Acquisition Corp.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.01, an amendment of this Agreement pursuant to Section 8.04 9.03 or an extension or waiver of this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, requirerequire in the case of Parent, Merger Sub or IneedMD, action by the corporation’s Board of Directors and in the case of the CompanyMajority Shareholder, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Companywritten authorization.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Clutterbug Move Management, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors (or in the case of Parent, the Parent Board) or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders equityholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver under this Agreement pursuant to Section 8.05 shall8.04 will, in order to be effective, require, require in the case of Sub or the Company, Parent or Merger Sub, action by its Board of Directors or or, to the extent permitted by law, the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall will not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.0115.1, an amendment of this Agreement pursuant to Section 8.04 15.3 or an extension or waiver pursuant to Section 8.05 15.4 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofDirectors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A (a) Any termination of this Agreement pursuant to Section 8.01, 8.1 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 8.3 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofDirectors. Termination of this Agreement prior pursuant to the Effective Time Section 8.1 shall not require the approval of the stockholders holders of either Parent or the CompanyCompany Stock.
Appears in 1 contract
Samples: Tender and Support Agreement (VirtualScopics, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 9.4 or an extension or waiver of this Agreement pursuant to Section 8.05 9.5 shall, in order to be effective, require, in the case of the Purchaser or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Companycontemplated by Section 1.3(c)).
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 8.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 8.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 8.01 shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver of this Agreement pursuant to Section 8.05 8.5 shall, in order to be effective, require, in the case of Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Companycontemplated by Section 1.3). ARTICLE 9.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board board of Directors or directors or, to the extent permitted by Law, the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in 62 the case of the Buyer Parties or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
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Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Partnership Merger Effective Time shall not require the approval of the stockholders of either Parent the Company or the Company.approval of the stockholders of Parent. ARTICLE IX
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Samples: Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 9.4 or an extension or waiver of this Agreement pursuant to Section 8.05 9.5 shall, in order to be effective, require, in the case of the Purchaser or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c), to the Effective Time shall not require the approval of the stockholders of either Parent or the Companyextent then applicable).
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Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors the Company Board, or the duly authorized designee thereofof the Company Board and, in the case of Acquiror or Merger Sub, a duly authorized officer. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
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Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver pursuant to Section 8.05 8.5 shall, in order to be effective, require, in the case of the CompanyStratasys, Parent Objet, Holdco or Merger Sub, action by its Board of Directors or to the duly authorized designee thereofextent permitted by applicable law. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of Objet or the stockholders of either Parent or the CompanyStratasys.
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Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
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Samples: Agreement and Plan of Merger (Hill-Rom Holdings, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of the Company, Parent action by the Company Board or Merger the duly authorized designee of the Company Board and in the case of Parent, Purchaser or Sub, action by its Board board of Directors directors or the duly authorized designee thereofsole member, as applicable. Termination of this Agreement prior to the First Effective Time shall not require the approval of the stockholders of either Parent or the CompanyStockholders.
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Samples: Agreement and Plan of Merger and Reorganization (2U, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver of this Agreement pursuant to Section 8.05 8.5 shall, in order to be effective, require, in the case of Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Companycontemplated by Section 1.3).
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Samples: Agreement and Plan of Merger (Inspire Pharmaceuticals Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.. 66
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