Common use of Procedure for Termination, Amendment, Extension or Waiver Clause in Contracts

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment, modification or supplement of this Agreement pursuant to Section 9.4 or an extension or waiver of this Agreement pursuant to Section 9.5 shall, in order to be effective, require, in the case of Purchaser or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Nortel Networks Inc.)

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Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.01, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.03 or an extension or waiver of this Agreement pursuant to Section 9.5 10.04 shall, in order to be effective, require, in the case of Purchaser or the Company, action by its Board the Company Board, acting on the recommendation of Directors the Special Committee or the duly authorized designee of its Board board of Directors (whichdirectors, in such designee having been nominated at the case request of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Special Committee.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Brookfield Renewable Partners L.P.), Agreement and Plan of Reorganization (TerraForm Power, Inc.), Agreement and Plan of Reorganization (TerraForm Power, Inc.)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.115.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 15.4 or an extension or waiver of this Agreement pursuant to Section 9.5 15.5 shall, in order to be effective, require, require in the case of Purchaser or the CompanySeller, action by its the Board of Directors or the duly authorized designee of its the Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 9.3 or an extension or waiver of this Agreement pursuant to Section 9.5 9.4 shall, in order to be effective, require, require in the case of Purchaser MergerCo or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Invacare Corp), Agreement and Plan of Merger (Sunbeam Corp/Fl/)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.01, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 8.03 or an extension or waiver of this Agreement pursuant to Section 9.5 8.04 shall, in order to be effective, require, require in the case of Purchaser or any of the Companyparties hereto, action by its Board of Directors or the duly authorized designee of its Board of Directors (whichor, in the case of Newco, its “manager” within the Company, shall include meaning of the approval contemplated by Section 1.3(c) to the extent applicable)Delaware Limited Liability Company Act.

Appears in 2 contracts

Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver of this Agreement pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Purchaser or the CompanyDeer, action by its Board of Directors or the duly authorized designee of its the Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 2 contracts

Samples: Share Exchange Agreement (Deer Consumer Products, Inc.), Share Exchange Agreement (He Ying)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.01, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 8.03 or an extension or waiver of this Agreement pursuant to Section 9.5 8.04 shall, in order to be effective, require, in the case of Purchaser Parent, BATUS, Sub or the Company, action by its Board board of Directors directors (in the case of the Company, acting through or on the recommendation of the Transaction Committee) or the duly authorized designee of its Board board of Directors directors (which, in the case of the Company, shall include such designee having been nominated at the approval contemplated by Section 1.3(c) to request of the extent applicableTransaction Committee).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (British American Tobacco p.l.c.), Agreement and Plan of Merger (Reynolds American Inc)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver of this Agreement pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Purchaser or the CompanyCovenant Holdings, action by its Board of Directors or the duly authorized designee of its the Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Share Exchange Agreement (Covenant Group of China Inc)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver of this Agreement pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Purchaser or the CompanyCreative Bellows, action by its Board of Directors or the duly authorized designee of its the Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Share Exchange Agreement and Plan of Reorganization (CleanTech Innovations, Inc.)

Procedure for Termination, Amendment, Extension or Waiver. A termination --------------------------------------------------------- of this Agreement pursuant to Section 9.1, an amendment, modification or supplement of this Agreement pursuant to Section 9.4 or an extension or waiver of this Agreement pursuant to Section 9.5 shall, in order to be effective, require, in the case of Purchaser the Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver of this Agreement pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Purchaser or the CompanyMid-Heaven, action by its Board of Directors or the duly authorized designee of its the Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Share Exchange Agreement and Plan of Reorganization (Smartheat Inc.)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment, modification or supplement of this Agreement pursuant to Section 9.4 or an extension or waiver of this Agreement pursuant to Section 9.5 shall, in order to be effective, require, in the case of Purchaser the Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 or an extension or waiver of this Agreement pursuant to Section 9.5 shall, in order to be effective, require, require in the case of Purchaser Barcelo or the CompanyCrestline, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crestline Capital Corp)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.01, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 8.03 or an extension or waiver of this Agreement pursuant to Section 9.5 8.04 shall, in order to be effective, require, require (i) in the case of Purchaser or the CompanySub, action by its Board of Directors or the duly authorized designee of its Board of Directors Directors, and (which, ii) in the case of the Company, shall include the direction or approval contemplated by Section 1.3(c) of the Special Committee, as applicable, or, in either case, to the extent applicable)permitted by law, its duly authorized designee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amtran Inc)

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Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.3 or an extension or waiver of this Agreement pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Purchaser Parent, Newco or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verticalnet Inc)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.111.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 4.3 or an extension or waiver of this Agreement pursuant to Section 9.5 11.3 shall, in order to be effective, require, in the case of Purchaser USI or the CompanySoft Plus, action by its Board of Directors or or, with respect to any amendment to this Agreement, the duly authorized designee committee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)permitted by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Interactive Inc/Pa)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement of this Agreement pursuant to Section 9.4 10.4 or an extension or waiver of this Agreement pursuant to Section 9.5 10.5 shall, in order to be effective, require, in the case of Purchaser Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c2.4(c) to the extent applicable).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ats Corp)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1Agreement, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 or an extension or waiver of this Agreement pursuant to Section 9.5 shall, in order to be effective, require, require in the case of Purchaser B-29 or the CompanyPUGE, action by its respective Board of Directors or the duly authorized designee of its such Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Agreement (Puget Technologies, Inc.)

Procedure for Termination, Amendment, Extension or Waiver. A --------------------------------------------------------- termination of this Agreement pursuant to Section 9.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 9.3 or an extension or waiver of this Agreement pursuant to Section 9.5 9.4 shall, in order to be effective, require, require in the case of Purchaser MergerCo or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Desc Sa De Cv)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver of this Agreement pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Purchaser or the CompanyVendum, action by its Board of Directors or the duly authorized designee of its the Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Share Exchange Agreement (Wishart Enterprises LTD)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.1, an amendment, modification or supplement of this Agreement pursuant to Section 9.4 8.4 or an extension or waiver of this Agreement pursuant to Section 9.5 8.5 shall, in order to be effective, require, in the case of Purchaser Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable).Directors. ARTICLE 9

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciele Pharma, Inc.)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 9.3 or an extension or waiver of this Agreement pursuant to Section 9.5 9.4 shall, in order to be effective, require, require in the case of Purchaser MergerCo or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent applicable)Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentic Specialty Foods Inc)

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1SECTION 10.1, an amendment, modification or supplement amendment of this Agreement pursuant to Section 9.4 SECTION 10.3 or an extension or waiver of this Agreement pursuant to Section 9.5 SECTION 10.4 shall, in order to be effective, require, require in the case of Purchaser the Buyer Parties or the CompanySeller, action by its the applicable Board of Directors or the duly authorized designee of its the applicable Board of Directors (which, in or the case of the Company, shall include the approval contemplated by Section 1.3(c) to the extent Managing Members as applicable).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verticalnet Inc)

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