Common use of Waiver and Modifications Clause in Contracts

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk shall be authorized after the last vote of the stockholders of Citytalk if such waiver shall, in the judgment of the Board of Directors of Semotus, affect materially and adversely the benefits of the Semotus stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus shall not, in the judgment of the Board of Directors of Citytalk, affect material and adversely the benefits of Citytalk's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk Pricester shall be authorized after the last vote of the stockholders of Citytalk Pricester if such waiver shall, in the judgment of the Board of Directors of SemotusBusiness Advantage, affect materially and adversely the benefits of the Semotus Business Advantage stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk Pricester by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus Business Advantage shall not, in the judgment of the Board of Directors of CitytalkPricester, affect material and adversely the benefits of CitytalkPricester's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver waiver: by Citytalk XtraNet shall be authorized after the last vote of the stockholders of Citytalk XtraNet if such waiver shall, in the judgment of the Board of Directors of Semotusextranet, affect materially and adversely the benefits of the Semotus XtraNet stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk XtraNet by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided provide that such modification, after the last vote of the stockholders of Semotus XtraNet shall not, in the judgment of the Board of Directors of CitytalkXtraNet, affect material and adversely the benefits of CitytalkXtraNet's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such .such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk Auric shall be authorized after the last vote of the stockholders of Citytalk Auric if such waiver shall, in the judgment of the Board of Directors of SemotusAuric, affect materially and adversely the benefits of the Semotus Auric stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk Auric by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus Auric shall not, in the judgment of the Board of Directors of CitytalkAuric, affect material and adversely the benefits of CitytalkAuric's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk Chancellor shall be authorized after the last vote of the stockholders of Citytalk Chancellor if such waiver shall, in the judgment of the Board of Directors of SemotusChancellor, affect materially and adversely the benefits of the Semotus Chancellor stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk Chancellor by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus Chancellor shall not, in the judgment of the Board of Directors of CitytalkChancellor, affect material materially and adversely affect the benefits of CitytalkChancellor's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk Global shall be authorized after the last vote of the stockholders of Citytalk Global if such waiver shall, in the judgment of the Board of Directors of SemotusCreative, affect materially and adversely the benefits of the Semotus Creative stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk Global by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus Creative shall not, in the judgment of the Board of Directors of CitytalkGlobal, affect material and adversely the benefits of CitytalkGlobal's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk LPR Cybertek shall be authorized after the last vote of the stockholders of Citytalk LPR Cybertek if such waiver shall, in the judgment of the Board of Directors of SemotusLPR Cybertek, affect materially and adversely the benefits of the Semotus LPR Cybertek stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk LPR Cybertek by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus LPR Cybertek shall not, in the judgment of the Board of Directors of CitytalkLPR Cybertek, affect material and adversely the benefits of CitytalkLPR Cybertek's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this Agreement may be waived at any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Citytalk US Highland shall be authorized after the last vote of the stockholders of Citytalk US Highland if such waiver shall, in the judgment of the Board of Directors of SemotusHarcom, affect materially and adversely the benefits of the Semotus Harcom stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the stockholders of Citytalk US Highland by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the stockholders of Semotus Harcom shall not, in the judgment of the Board of Directors of CitytalkUS Highland, affect material and adversely the benefits of CitytalkUS Highland's stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.