Termination Waiver Amendment and Closing Sample Clauses

Termination Waiver Amendment and Closing. SECTION 8.1.
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Termination Waiver Amendment and Closing. SECTION 9.1. Termination 40 SECTION 9.2. Effect of Termination 41 SECTION 9.3. Termination Fee 41 SECTION 9.4. Amendment or Supplement 42 SECTION 9.5. Extension of Time, Waiver, Etc 42 ARTICLE X MISCELLANEOUS SECTION 10.1. No Survival of Representations and Warranties 42 SECTION 10.2. Expenses 42 SECTION 10.3. Counterparts 43 SECTION 10.4. Governing Law 43 SECTION 10.5. Notices 43 SECTION 10.6. Miscellaneous 44 SECTION 10.7. Severability 44 SECTION 10.8. Enforcement of Agreement 44 EXHIBIT A - CONDITIONS OF THE OFFER LIST OF DEFINED TERMS Section Where Defined Action Section 7.3 Acquisition Proposal Section 7.2 Agreement Introduction Ancillary Documents Section 4.4 Articles of Merger Section 2.2 Audit Section 4.16 Benefit Plans Section 4.11 Blue Sky Laws Section 4.5 Board Section 1.3 Board of Directors Section 1.3 Cap Section 4.11 Certificates Section 3.1 Claim Section 7.3 Closing Section 2.3 Closing Date Section 2.3 Code Section 4.11 Company Introduction Company Benefit Plans Section 4.11 Company Common Stock Section 1.1 Company Disclosure Letter Section 4.3 Company ESPP Section 3.2 Company Material Adverse Effect Section 4.1 Company Meeting Section 6.6 Company Option Plans Section 4.3 Company Performance Component Section 7.10 Company Preferred Stock Section 4.3 Company SEC Reports Section 4.7 Company Shares Trust Section 2.2 Company Stock Options Section 4.3 Confidentiality Agreement Section 7.1 Continuing Directors Section 1.3 Contracts Section 4.5 Convertible Notes Preambles Covered Person Section 7.3 Current Plan Section 7.10 Derivative Section 4.19 Dissenting Shares Section 3.4 Effective Time Section 2.2 Environmental Costs Section 4.25 Environment Laws Section 4.25 ERISA Section 4.11 Excess Shares Section 2.2 Exchange Act Section 1.1 Exchange Fund Section 3.2 Excluded Options Section 3.1 Fairness Opinion Section 1.3 Financial Advisor Section 1.3 Governmental Entity Section 4.5 Hazardous Substances Section 4.25 HSR Act Section 4.5
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Termination Waiver Amendment and Closing 
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Related to Termination Waiver Amendment and Closing

  • Waiver; Amendment; Termination (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Stockholders (including FP) holding at least 50% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification.

  • Termination Waiver and Amendment 40 7.1 Termination....................................................................................40 7.2

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Complete Agreement; Waiver; Amendment This Agreement is not a ------------------------------------- promise of future employment. Employee has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Employee with respect to the subject matter hereof, and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company and Employee, and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such term.

  • Waiver; Amendment No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

  • Effective Date, Amendment and Termination A. This Agreement shall become effective as of the date executed by JPMDS or as of the first date thereafter upon which Financial Intermediary performs any service, or receives any payment pursuant hereto.

  • Amendment and Termination; Waiver Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

  • Waiver; Amendment; Modification The waiver by Company of a term or provision of this Agreement, or of a breach of any provision of this Agreement by me, shall not be effective unless such waiver is in writing signed by Company. No waiver by Company of, or consent by Company to, a breach by me, will constitute a waiver of, consent to or excuse of any other or subsequent breach by me. This Agreement may be amended or modified only with the written consent of both me and Company. No oral waiver, amendment or modification shall be effective under any circumstances whatsoever.

  • Amendment; Waiver; Termination (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company and holders of at least 50% of the Shares held by the Shareholders at the time of such proposed amendment or modification.

  • Modification, Amendment and Waiver The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 5.12 shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Fund to engage, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Fund.

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