Waiver of Tender Offer Conditions Sample Clauses

Waiver of Tender Offer Conditions. Merger Sub expressly reserves the right from time to time, in its sole discretion, to waive any Tender Offer Condition or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that Merger Sub shall not, without the prior written consent of the Company, (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend, modify or waive satisfaction of the Minimum Condition (as defined in Exhibit A) or the HSR Condition (as defined in Exhibit A), (iv) amend or modify any of the other Tender Offer Conditions in a manner that is, or would reasonably be expected to be, adverse to the Company’s stockholders, (v) impose additional conditions to the Offer, (vi) extend or otherwise change the Expiration Date (as defined in Section 1.01(d)) in a manner other than pursuant to and in accordance with this Agreement or (vii) amend any other term of the Offer in a manner that is, or would reasonably be expected to be, adverse to the Company’s stockholders.
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Waiver of Tender Offer Conditions. Merger Sub expressly reserves the right from time to time, in its sole discretion, to (1) waive any Tender Offer Condition, (2) increase the Offer Price and (3) make any other changes in the terms and conditions of the Offer; provided, however, that Merger Sub shall not, without the prior written consent of the Company, which consent may be granted or withheld by the Company in its sole discretion, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought to be purchased in the Offer, (iv) amend, modify or waive satisfaction of the Minimum Condition or the Regulatory Condition, (v) amend or modify any of the other Tender Offer Conditions in a manner adverse to the holders of Shares in their capacity as such, (vi) impose conditions to the Offer in addition to the Tender Offer Conditions, (vii) terminate the Offer (other than in connection with the termination of this Agreement pursuant to Article VII) or accelerate, extend or otherwise change the Expiration Date in a manner other than pursuant to and in accordance with this Agreement or (viii) amend, modify or supplement any other term of the Offer in a manner adverse to the holders of Shares in their capacity as such.
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Waiver of Tender Offer Conditions. Parent expressly reserves the right from time to time, in its sole discretion, to waive any Tender Offer Condition; provided that without the prior written consent of the Company, Parent shall not, (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend, modify or waive satisfaction of the Minimum Condition or the Regulatory Condition (each, as defined in Exhibit A), (iv) impose additional conditions to the Offer or amend or modify any of the Tender Offer Conditions in a manner adverse to holders of Shares (for the avoidance of doubt, other than the Minimum Condition and the Regulatory Condition, which shall not be amended, modified or waived without the prior written consent of the Company), (v) accelerate the Expiration Date to any date earlier than January 25, 2011, (vi) make any change in the Offer that would require an extension or delay of the then-current Expiration Date (other than an increase in the Offer Price), (vii) amend any other term of the Offer in a manner adverse to holders of Shares or (viii) except as provided in Section 1.1(d), extend the then-current Expiration Date of the Offer.
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Waiver of Tender Offer Conditions. The Offer Conditions are for the sole benefit of Parent and Merger Sub and Parent and Merger Sub expressly reserve the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, neither Parent nor Merger Sub shall (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive satisfaction of the Minimum Tender Condition, (v) impose additional conditions to the Offer, (vi) except as expressly provided in Section 1.1(c), terminate, accelerate, extend or otherwise amend or modify the Expiration Date, (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, (viii) amend, modify or supplement any Offer Condition in a manner adverse in any material respect to any holder of Company Common Stock or (ix) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any holder of Company Common Stock.
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Waiver of Tender Offer Conditions. Merger Sub expressly reserves the right from time to time, in its sole discretion, to waive any Tender Offer Condition or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that Merger Sub shall not, without the prior written consent of the Company, (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend, modify or waive satisfaction of the Minimum Condition (as defined in Exhibit A) or the Regulatory Condition (as defined in Exhibit A), (iv) amend, modify or supplement any of the other Tender Offer Conditions in a manner that is adverse to the Company’s stockholders, (v) impose additional conditions to the Offer, (vi) extend or otherwise change the Expiration Date (as defined in Section 1.1(d)) in a manner other than any extension pursuant to and in accordance with this Agreement or (vii) amend, modify or supplement any other term of the Offer in a manner that is adverse to the Company’s stockholders; provided, further, however, that the Company shall not consent to any amendment or modification or other change to this Agreement that would provide for an Expiration Date prior to August 4, 2014.
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Related to Waiver of Tender Offer Conditions

  • Merger of Conditions The conditions set out in §5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: 18.1. Podmínky ukončení platnosti smlouvy Platnost této smlouvy skončí, jakmile nastane kterákoliv z následujících událostí:

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Waiver of Conditions The conditions to each of the parties' obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

  • Legal Conditions to the Merger (a) Subject to the terms hereof, the Company and the Fund shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby and by the Company Stockholders’ Agreement as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company, Acquisition LLC or the Fund or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Company Stockholders’ Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Company Stockholders’ Agreement, and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Company Stockholders’ Agreement. The Company and the Fund shall cooperate with each other in connection with the making of all such filings. The Company and the Fund shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement and the Company Stockholders’ Agreement.

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration.

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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