Amendment and Waiver; Termination. Except as otherwise contemplated by this Section 5, this Agreement may be amended and the observance of any provision may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each of the Parties.
Amendment and Waiver; Termination. This Agreement may be amended or terminated only by a written agreement executed by the Founder, the Investor, and the Company. No amendment, waiver or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.
Amendment and Waiver; Termination. (a) This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. Any amendment to this Agreement shall be in writing and shall require the written consent of (i) the majority of the Board; and (ii) if materially adverse to the interests of a particular Stockholder or group of stockholders, that Stockholder or the holders of a majority of the Shares at the time held by that group, as the case may be; provided, that no amendment to this Section may be made without the consent of all the Stockholders.
Amendment and Waiver; Termination. Neither this Agreement nor any term of this Agreement may be changed, amended or terminated orally, but only by written act of all of the Parties. No failure or delay on the part of a Party in the exercise of any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right.
Amendment and Waiver; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, the Majority Preferred Interest and Family LLC, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no knowledge, investigation or inquiry, or failure or delay by any party hereto in exercising any right hereunder will operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any amendment made in accordance with the first sentence of this Section 6.4 shall be binding on all Stockholders and Family Unitholders; provided that any amendment that would materially and adversely affect any Stockholder or any Family Unitholder disproportionately more than any other Stockholder or Family Unitholder, respectively, shall not be effective against such Stockholder or Family Unitholder, as applicable, without such Stockholder’s or Family Unitholder’s, as applicable, written consent with respect thereto. This Agreement shall terminate automatically upon the earliest of (i) the initial public offering of the Company, but only if the proceeds therefrom are sufficient to redeem, and are actually used to redeem, in full all outstanding shares of Preferred Stock in accordance with the provisions of the Certificate of Incorporation of the Company, unless otherwise waived by the Majority Preferred Interest, (ii) such time as there are no shares of Series A Preferred Stock issued or outstanding, and (iii) the mutual written consent of the Majority Preferred Interest, the Company and Family LLC.
Amendment and Waiver; Termination. This Agreement may not be orally changed, modified, or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may only be changed, modified, or terminated by an agreement in writing signed by the Founders. This Agreement shall terminate upon the closing of the Company's initial public offering as a result of which shares of the Company (or any successor entity) of the same class as the Shares are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and publicly traded on NASDAQ Global Market or any national security exchange.
Amendment and Waiver; Termination. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder; provided that except as provided herein, no such action may increase the exercise price of the Warrant or decrease the number of shares or class of stock obtainable upon exercise of the Warrant without the written consent of each Holder. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Warrants then outstanding. This Warrant shall terminate at 11:59 p.m. New York City time on the earlier of (i) the second (2nd) anniversary of the Issuance Date, or (ii) the date that the Securities Purchase Agreement terminates. Notwithstanding any such termination, (x) any Warrant Shares obtained by the Holder prior to termination shall remain outstanding and all rights of the Holder with respect thereto as set forth in this Warrant shall survive for the period of the applicable statutes of limitation, and (y) the provisions of Article 1.7 (Restrictions), Article 9 (Governing Law), and Article 13 (Definitions) shall survive any such termination and shall survive for the period of the applicable statutes of limitation.
Amendment and Waiver; Termination. This Agreement may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (i) Axxxx and (ii) Medigus. This Agreement shall automatically terminate and be of no further force or effect upon the earlier of (a) the Stockholders mutually agreeing in writing to terminate this Agreement, or (b) such time that each of Medigus and Axxxx, together with such Stockholder’s Affiliates, holds less than eight (8%) of the issued and outstanding capital stock of the Company, without requiring any further action on the part of the parties.
Amendment and Waiver; Termination. This letter agreement may be amended and the observance of any provision may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the mutual written consent of each of the parties hereto. This letter agreement shall terminate upon the date that the Investor no longer holds an interest in the Company. This letter agreement shall be binding upon GTY’s and the Investor’s successors and permitted assignees. This letter agreement may not be assigned by either party without the prior written consent of the other party; provided that GTY shall be permitted to assign this letter agreement to any of its affiliates.
Amendment and Waiver; Termination. Neither this Agreement nor any term of this Agreement may be changed, amended or terminated orally, but only by written act of all of the Parties. No failure or delay on the part of a Party in the exercise of any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. Build Out Agreement Mtl#: 2837088.5 (Xxxxx Wind Energy Center, LLC) 1557237.09-WASSR01A - MSW
