Entire Agreement; Amendments; Agreement Controls Sample Clauses

Entire Agreement; Amendments; Agreement Controls. (a) This Agreement, including the exhibits or schedules thereto and any agreements or documents specifically referenced herein, constitute the full and complete agreement of the parties hereto with respect to the subject matter hereof. This Agreement together with the agreements referred to herein supersede all prior agreements among the parties with respect to the subject matter hereof. The provisions of this Agreement may only be amended, modified, waived or terminated, whether by merger, consolidation or otherwise, with the written consent of the Company and Required Member Approval; provided, however, that:
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Entire Agreement; Amendments; Agreement Controls. (a) This Agreement together with the agreements specifically referenced herein constitute the entire agreement among the parties hereto and their respective Affiliates with respect to the subject matter hereof and supersede all prior contracts, agreements and understandings, whether written or oral, among some or all of the parties hereto and their respective Affiliates with respect to the subject matter hereof. The provisions of this Agreement may only be amended, modified or waived with the prior written consent of the Company and the Warburg Group; provided, however, that (A) any such amendment, modification, or waiver (except as provided in clauses (C) and (D) below) that would adversely affect the rights hereunder of any Stockholder, in its capacity as a Stockholder, without similarly affecting the rights hereunder of all Stockholders of the same class, in their capacities as Stockholders of such class, that would affect a Stockholder’s right to exercise its preemptive rights pursuant to Section 2.2 or that would impose any material obligation on any Stockholder, shall not be effective as to such Stockholder without its prior written consent, (B) any amendment, modification or waiver that adversely affects in any material respect the economic ownership interest in the Company of any Management Stockholder, in such Management Stockholder’s capacity as a Stockholder shall not be effective as to the Management Stockholder without the written consent of either (i) Xxxx Xxxxx, if he is then the Chief Executive Officer of the Company, or (ii) Management Stockholders then owning a majority of the Common Stock (assuming that all shares of Series B Preferred Stock then owned by the Management Stockholders have been converted at the Conversion Ratio) then held by all Management Stockholders, (C) Exhibit A to this Agreement shall be deemed to be automatically amended from time to time to reflect issuances and transfers of shares of Common Stock and Series B Preferred made in compliance with this Agreement and the Stock Purchase Agreement without requiring the consent of any party, and the Company will, from time to time, distribute to the Stockholders a revised Exhibit A to reflect any such changes, (D) Sections 5.2 (other than 5.2(a)(i)), 5.3 and 5.4 may be amended with the written consent of the Company and the Majority Holders, and (E) so long as Xxxxxxx Xxxxx is entitled to rights pursuant to the provisions of Section 4.3(b), 5.2(c), 5.2(h) or 5.8 or this Se...
Sample 1

Related to Entire Agreement; Amendments; Agreement Controls

  • Entire Agreement; Amendments; Waiver This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

  • Entire Agreement; Amendments This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

  • Entire Agreement; Amendment This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

  • Entire Agreement; Amendments; Waivers (a) This Agreement supersedes all other prior oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

  • Assignment Entire Agreement Amendment This Agreement may be assigned only by Employer, and is freely assignable by Employer. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior understandings, communications and agreements concerning such subject matter; provided that, to the extent there is any conflict between this Agreement and any stock option grant agreement or plan, the provisions of this Agreement shall control. Neither this Agreement, nor any of its terms, can be changed, added to, waived or supplemented except in a written document signed by Executive and Employer, except that Employer may adopt or change any vacation, benefit, rules or other policy generally applicable to employees or a group or class of employees in its discretion.

  • Entire Agreement; Amendments and Waivers This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

  • Entire Agreement; Amendment; Waiver This Agreement constitutes the entire and full understanding and agreement between the parties with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by all the parties hereto.

  • Amendment; Entire Agreement This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. This Agreement contains the entire agreement between the parties on the subjects covered and replaces all prior writings, proposals, specifications or other oral or written materials relating thereto.

  • Entire Agreement; Amendment; Waivers This Agreement and ------------------------------------ the documents delivered pursuant to it constitute the entire agreement and understanding among the Parties and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, the amendment, modification, supplement or waiver is in writing and signed by the Majority Stockholders, the Company and WORK. The waiver of any of the terms and conditions of this Agreement shall not be construed or interpreted as, or deemed to be, a waiver of any of its other term or conditions.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

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