Common use of Required Amendments Clause in Contracts

Required Amendments. The Parties shall cooperate and negotiate in good faith with respect to any amendment to this Agreement or the Other Transaction Agreements reasonably requested by a Party in order to enable its counsel to deliver the written opinion(s) contemplated by Section 6.02 or Section 6.03 of this Agreement or for Entergy to obtain the Ruling, as the case may be (any such amendment, a “Proposed Amendment”). Neither Party shall withhold its consent to a Proposed Amendment that (i) does not result in any change in the Merger Consideration (except as otherwise contemplated by this Agreement), (ii) is not adverse to the interests of any Party and (iii) does not unreasonably impede or delay consummation of the Transactions in any material respect. Any Proposed Amendment that the Parties consent to shall be reflected through the execution of appropriate written amendments to the applicable agreement.

Required Amendments. The Notwithstanding anything to the contrary set forth herein or in any other Transaction Agreement, the Parties shall will cooperate and negotiate in good faith with respect to any amendment to this Agreement or the Other Transaction Agreements reasonably requested by a Party in order to enable its counsel to deliver the written opinion(s) contemplated by Section 6.02 or Section 6.03 of this Agreement or for Entergy to obtain the Ruling8.8(b)(iii), if required, as the case may be (any such amendment, a “Proposed Amendment”). Neither Party shall will withhold its consent to a Proposed Amendment that (i) does not result in any change in the Aggregate Merger Consideration (except as otherwise contemplated by this Agreement)Consideration, (ii) is not adverse to the interests of any Party and or (iii) does not unreasonably impede or delay consummation of the Transactions in any material respectMerger. Any Proposed Amendment that the Parties consent to shall will be reflected through the execution of appropriate written amendments to the applicable agreementTransaction Agreements.

Required Amendments. The Parties shall cooperate and negotiate in good faith with respect to any amendment to this Agreement or the Other Transaction Agreements Documents reasonably requested by a Party in order to enable its counsel to deliver the written opinion(s) opinions contemplated by Section 6.02 9.01(g) or Section 6.03 of this Agreement or for Entergy to obtain the Ruling9.02(f), as the case may be (any such amendment, a “Proposed Amendment”). Neither Party shall withhold its consent to a Proposed Amendment that (i) does not result in any change in the Merger Consideration (except as otherwise contemplated percentage of the shares of NewCo to be received by this Agreement)any Person hereunder, (ii) is not adverse to the interests of any such Party and (iii) does not unreasonably impede or delay consummation of the Transactions in any material respectTransactions. Any Proposed Amendment that the Parties consent to shall be reflected through the execution of appropriate written amendments to the applicable agreement.