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 of this Agreement pursuant to Section 9.4 or an extension or waiver pursuant to Section 9.5 shall, in order to be effective, require, in the case of the Company or CEI, action by its Board of Directors, or a duly authorized committee of its Board of Directors to the extent permitted by law.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.01, an amendment of this Agreement pursuant to Section 9.4 10.03 or an extension or waiver pursuant to Section 9.5 10.04 shall, in order to be effective, require, in the case of the Company or CEICompany, action by its Board the Company Board, acting on the recommendation of Directors, the Special Committee or a the duly authorized committee designee of its Board board of Directors to directors, such designee having been nominated at the extent permitted by lawrequest of the Special Committee.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.01, an amendment of this Agreement pursuant to Section 9.4 8.03 or an extension or waiver pursuant to Section 9.5 8.04 shall, in order to be effective, require, require in the case of any of the Company or CEIparties hereto, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to or, in the extent permitted by lawcase of Newco, its “manager” within the meaning of the Delaware Limited Liability Company Act.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.01, an amendment of this Agreement pursuant to Section 9.4 8.03 or an extension or waiver pursuant to Section 9.5 8.04 shall, in order to be effective, require, in the case of Parent, BATUS, Sub or the Company or CEICompany, action by its Board board of Directorsdirectors (in the case of the Company, acting through or a on the recommendation of the Transaction Committee) or the duly authorized committee designee of its Board board of Directors to directors (in the extent permitted by lawcase of the Company, such designee having been nominated at the request of the Transaction Committee).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.115.1, an amendment of this Agreement pursuant to Section 9.4 15.4 or an extension or waiver pursuant to Section 9.5 15.5 shall, in order to be effective, require, require in the case of the Company or CEISeller, action by its the Board of Directors or the duly authorized designee of the Board of Directors, or a duly authorized committee of its Board of Directors to the extent permitted by law.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEIDeer, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEINova Furniture, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by law.Directors. 36 ARTICLE XI. MISCELLANEOUS 11.1

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEICR&P, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by lawDirectors.

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

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.1, an amendment of this Agreement pursuant to Section 9.4 8.3 or an extension or waiver pursuant to Section 9.5 8.4 shall, in order to be effective, require, require in the case of Nipsco or the Company or CEICompany, action by its Board board of Directors, directors or a the duly authorized committee designee of its Board board of Directors to the extent permitted by law.directors. ARTICLE IX SURVIVAL OF PROVISIONS 9.1

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEIVendum, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEIMid-Heaven, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3 or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of Parent, Newco or the Company or CEICompany, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment 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 the Company Merger Sub or CEIthe Company, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to (which, in the extent permitted case of the Company, shall include the approval contemplated by lawSection 1.3(c)).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEICovenant Holdings, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A --------------------------------------------------------- termination of this Agreement pursuant to Section 9.1, an amendment of this Agreement pursuant to Section 9.4 9.3 or an extension or waiver pursuant to Section 9.5 9.4 shall, in order to be effective, require, require in the case of the Company MergerCo or CEICompany, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.01, an amendment of this Agreement pursuant to Section 9.4 8.03 or an extension or waiver pursuant to Section 9.5 8.04 shall, in order to be effective, require, in the case of Parent, BATUS, Sub or the Company or CEICompany, action by its Board board of Directorsdirectors (in the case of the Company, acting through or a on the recommendation of the 74 Transaction Committee) or the duly authorized committee designee of its Board board of Directors to directors (in the extent permitted by law.case of the Company, such designee having been nominated at the request of the Transaction Committee). ARTICLE IX

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.18.1, an amendment 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 Merger Sub or the Company or CEICompany, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to the extent permitted by law.Directors. ARTICLE 9

Procedure for Termination, Amendment, Extension or Waiver. A termination --------------------------------------------------------- of this Agreement pursuant to Section 9.1, an amendment 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 the Company Merger Sub or CEIthe Company, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to (which, in the extent permitted case of the Company, shall include the approval contemplated by lawSection 1.3(c)).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment of this Agreement pursuant to Section 9.4 10.3, or an extension or waiver pursuant to Section 9.5 10.4 shall, in order to be effective, require, require in the case of the Company Purchaser or CEICreative Bellows, action by its Board of Directors, Directors or a the duly authorized committee designee of its the Board of Directors to the extent permitted by law.Directors. 37 ARTICLE XI. MISCELLANEOUS 11.1

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.111.1, an amendment of this Agreement pursuant to Section 9.4 4.3 or an extension or waiver pursuant to Section 9.5 11.3 shall, in order to be effective, require, in the case of the Company USI or CEISoft Plus, action by its Board of DirectorsDirectors or, or a with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.110.1, an amendment 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 Merger Sub or the Company or CEICompany, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 2.4(c) to the extent permitted by lawapplicable).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1, an amendment of this Agreement pursuant to Section 9.4 or an extension or waiver pursuant to Section 9.5 shall, in order to be effective, require, require in the case of the Company Barcelo or CEICrestline, action by its Board of Directors, Directors or a the duly authorized committee designee of its Board of Directors to the extent permitted by lawDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.1SECTION 10.1, an amendment of this Agreement pursuant to Section 9.4 SECTION 10.3 or an extension or waiver pursuant to Section 9.5 SECTION 10.4 shall, in order to be effective, require, require in the case of the Company Buyer Parties or CEIthe Seller, action by its Board of Directors, or a duly authorized committee of its the applicable Board of Directors to or the extent permitted by lawduly authorized designee of the applicable Board of Directors or the Managing Members as applicable.