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 9.01, an amendment of this Agreement pursuant to Section 9.03 or an extension or waiver pursuant to Section 9.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.07, after the acceptance for payment and payment of Shares pursuant to and subject to the Conditions of the Offer and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors of the Company that were not designated by Parent or Sub shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or Bylaws.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.019.1, an amendment of this Agreement pursuant to Section 9.03 9.3 or an extension or waiver pursuant to Section 9.04 9.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.077.6, after the acceptance for payment and payment of Shares pursuant to and subject to the Offer Conditions of (including the Offer Minimum Condition) and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors of the Company that were not designated by Parent or Sub shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate Articles of Incorporation Organization or BylawsBy-laws.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.018.1, an amendment of this Agreement pursuant to Section 9.03 8.3 or an extension or waiver pursuant to Section 9.04 8.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.076.7, after the acceptance for payment and payment of Shares shares of the Company Common Stock pursuant to and subject to the Conditions of the Offer and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors members of the Company that Company's Board of Directors (if any) who were not designated by Parent or Sub members of the Company's Board of Directors on the Agreement Date shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, Agreement or (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or BylawsAgreement.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.01, an amendment of this Agreement pursuant to Section 9.03 or an extension or waiver pursuant to Section 9.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.07, after the acceptance for payment and payment of Shares pursuant to and subject to the Conditions (including the Stockholder Agreement Condition) of the Offer and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors of the Company that were not designated by Parent or Sub shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or Bylaws.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.017.1, an amendment of this Agreement pursuant to Section 9.03 7.4 or an extension or waiver pursuant to Section 9.04 7.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its a majority of the members of the Board of Directors of the Company who were members thereof on the date of this Agreement and remain as such hereafter or the duly authorized designee designees of its Board of Directorssuch members; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.075.9, after the acceptance for payment and payment of Shares pursuant to and subject to the Conditions of the Offer and 56 51 prior to the Effective TimeTime of the Merger, the affirmative vote of a majority of the directors Independent Directors, in lieu of the Company that were not designated by Parent or Sub vote required pursuant to this Section, shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, Agreement or (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or BylawsAgreement.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.018.1, an amendment of this Agreement pursuant to Section 9.03 8.3 or an extension or waiver pursuant to Section 9.04 8.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.076.7, after the acceptance for payment and payment of Shares shares of the Company Common Stock pursuant to and subject to the Conditions of the Offer and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors of the Company that were not designated by Parent or Sub Continuing Directors shall be required by the Company to (i) materially amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, Agreement or (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or BylawsAgreement.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.01, an amendment of this Agreement pursuant to Section 9.03 or an extension or waiver pursuant to Section 9.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.077.06, after the acceptance for payment and payment of Shares pursuant to and subject to the Conditions (including the Minimum Condition) of the Offer and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors of the Company that were not designated by Parent or Sub shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or BylawsBy-laws.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 9.019.1, an amendment of this Agreement pursuant to Section 9.03 9.3 or an extension or waiver pursuant to Section 9.04 9.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Sub's -------- ------- designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.077.6, after the acceptance for payment and payment of Shares pursuant to and subject to the Conditions (including the Minimum Condition) of the Offer and 56 51 prior to the Effective Time, the affirmative vote of a majority of the directors of the Company that were not designated by Parent or Sub shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or BylawsBy-laws.