Common use of Amendment, Extension and Waiver Clause in Contracts

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of Legacy or BHLB), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable), there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases the amount or value, or changes the form of, the Merger Consideration to be delivered to Legacy’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of Legacy or BHLBCUB and by the shareholders of PC Bancorp), the parties hereto by action of each of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable)CUB and by the shareholders of PC Bancorp, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to LegacyPC Bancorp’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by consummation of the shareholders of Legacy or BHLB)Holding Company Merger, the parties hereto Acquiror Holding, Acquiror Bank, Target Holding, and Target Bank may, by action of mutually taken by their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any the other party heretoparties to this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein in this Agreement or in any document delivered pursuant heretounder this Agreement, or (d) waive compliance with any of the agreements or conditions contained hereinin Articles V and VI (other than the conditions set forth in Section 6.01); provided, however, that after any approval of this Agreement and the transactions contemplated hereby in this Agreement by the shareholders of Legacy or BHLB (as applicable)Target Holding, there may not be, without further approval of such Target Holding’s shareholders, any amendment amendment, extension, or waiver of this Agreement which decreases or increases changes the amount or value, or changes the form of, the Merger Consideration of consideration to be delivered to Legacy’s shareholders pursuant to this Agreementof Target Holding. This Agreement may not be amended amended, except by an instrument in writing writing, signed on behalf of each of the parties heretoto this Agreement. Any agreement on the part of a party hereto to this Agreement to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such the waiving party, but such this waiver or failure to insist on strict compliance with such an obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time of the Merger (whether before or after approval thereof of this Agreement and the transactions contemplated by this Agreement by the shareholders of Legacy or BHLBSSE), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement or the Bank Merger Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party heretounder this Agreement or the Bank Merger Agreement, (c) waive any inaccuracies in the representations and warranties contained herein in this Agreement or the Bank Merger Agreement or in any document delivered pursuant heretoto this Agreement or the Bank Merger Agreement, or (d) waive compliance with any of the agreements or conditions contained hereinin this Agreement or the Bank Merger Agreement; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by the shareholders of Legacy or BHLB (as applicable)SSE, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to LegacySSE’s shareholders or Option holders pursuant to this Agreement. This Agreement or the Bank Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of Legacy or BHLBFirst Business Bank and by the shareholders of 1st Pacific Bancorp), the parties hereto by action of each of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable)First Business Bank and by the Shareholders of 1st Pacific Bancorp, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to Legacy1st Pacific Bancorp’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time of the Merger (whether before or after approval thereof of this Agreement and the transactions contemplated by this Agreement by the shareholders of Legacy or BHLBCMS Bancorp), the parties hereto by action of their respective Boards of DirectorsDirectors or Trustees, as applicable, may (a) amend this Agreement, (b) amend the form of the Holding Company Merger Agreement or the Bank Merger Agreement, (c) extend the time for the performance of any of the obligations or other acts of any other party heretounder this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein in this Agreement or in any document delivered pursuant heretoto this Agreement, or (d) waive compliance with any of the agreements or conditions contained hereinin this Agreement; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by the shareholders of Legacy or BHLB (as applicable)CMS Bancorp, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to LegacyCMS Bancorp’s shareholders or Option holders pursuant to this Agreement. This Agreement and the form of the Holding Company Merger Agreement and Bank Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (consummation of the Mergers, whether before or after approval thereof by the shareholders of Legacy or BHLB)CitiSave shareholders, the parties hereto DGC, CSF Acquisition, CitiSave and Citizens may, by action of taken by their respective Boards of Directors, may Directors (ai) amend this Agreement, (bii) extend the time for the performance of any of the obligations or other acts of any the other party parties hereto, (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (div) waive compliance with any of the agreements or conditions contained hereinin Articles V and VI (other than the conditions set forth in Section 6.01 hereof); provided, however, that after any approval of this Agreement and the transactions contemplated hereby Holding Company Merger by the shareholders of Legacy or BHLB (as applicable)CitiSave, there may not be, without further approval of such shareholders, any amendment amendment, extension or waiver of this Agreement which decreases or increases changes the amount or value, or changes the form of, the Merger Consideration of consideration to be delivered to Legacy’s shareholders pursuant to this Agreementof CitiSave. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of Legacy or BHLBParent and the Company), the parties hereto by action of their respective Boards boards of Directorsdirectors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy the Company or BHLB (as applicable)the issuance of additional shares of Parent Common Stock in the Merger by the shareholders of Parent, there no amendment to this Agreement may not be, without be made which under applicable law or the applicable listing and corporate governance rules and regulations of the Nasdaq further approval by the shareholders of the Company or Parent is required, unless such shareholders, any amendment of this Agreement which decreases or increases the amount or value, or changes the form of, the Merger Consideration to be delivered to Legacy’s shareholders pursuant to this Agreementfurther shareholder approval is so obtained. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of Legacy or BHLBConnecticut Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable)Connecticut Bancshares, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to Legacy’s Connecticut Bancshares’ shareholders or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by consummation of the shareholders of Legacy or BHLB)transactions contemplated herein, MidCity, NewCo and the parties hereto by action of their respective Boards of Directors, Company may (ai) amend this Agreement, (bii) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (div) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any following the approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable), there may not bestockholders, without further the approval of such shareholders, any amendment the stockholders of this Agreement which decreases or increases the amount or value, or changes Company there can be no further amendments that would require the form of, approval of the Merger Consideration to be delivered to Legacy’s shareholders pursuant to this Agreementstockholders under the DGCL. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such any waiver or failure to insist on strict compliance with such any obligation, covenant, agreement or condition hereof shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders stockholders of Legacy MutualFirst Financial or BHLBNorthwest Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders stockholders of Legacy or BHLB (as applicable)MutualFirst Financial and Northwest Bancshares, respectively, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which decreases or increases reduces the amount or value, or changes the form of, the Merger Consideration to be delivered to LegacyMutualFirst Financial’s shareholders stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any ------------------------------- time prior to the Effective Time (whether before or after approval thereof by the shareholders of Legacy or BHLBConnecticut Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable)Connecticut Bancshares, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to Legacy’s Connecticut Bancshares' shareholders or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable lawlaw and as ------------------------------- may be authorized by their respective Boards of Directors, at any time prior to the Effective Time (whether before consummation of the transactions contemplated by this Agreement or after approval thereof by termination of this Agreement in accordance with the shareholders provisions of Legacy or BHLB)Section 10.1 hereof, the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement in Articles 7 and the transactions contemplated hereby by the shareholders of Legacy or BHLB 8 (as applicable), there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases the amount or value, or changes the form of, the Merger Consideration to be delivered to Legacy’s shareholders pursuant to this Agreementother than Section 8.1) hereof. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholder of FCB and by the shareholders of Legacy or BHLBPSBK), the parties hereto by action of each of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of Legacy or BHLB (as applicable)FCB and by the shareholders of PSBK, there may not be, without further approval of such shareholders, any amendment of this Agreement which decreases or increases reduces the amount or valueamount, value or changes the form of, the Merger Consideration of consideration to be delivered to LegacyPSBK’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination Table of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.Contents ARTICLE XII

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders stockholders of Legacy MutualFirst Financial or BHLBNorthwest Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders stockholders of Legacy or BHLB (as applicable)MutualFirst Financial and Northwest Bancshares, respectively, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which decreases or increases reduces the amount or value, or changes the form of, the Merger Consideration to be delivered to LegacyMutualFirst Financial’s shareholders stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to this Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party. ARTICLE XII MISCELLANEOUS 12.1.