Termination Amendments and Waivers. 24 7.1 Termination......................................................... 25 7.2
Termination Amendments and Waivers. This Agreement may be terminated, and any term of this Agreement may be amended and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), only upon the written consent of WPEP.
Termination Amendments and Waivers. This Agreement may not be terminated without the prior written consent of the Holders of all outstanding Transfer Restricted Securities. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless
Termination Amendments and Waivers. Any term, condition or provision of this Agreement may be amended, and the observance thereof may be waived (either generally or in a particular instance, and either retroactively or prospectively), only with the written consent of (a) the Company, (b) the Founders, and (c) the Holders (other than Founders) of a majority of the then-outstanding Registrable Securities (other than Founders’ Shares) so long as such majority includes Shamrock; provided, that any amendment that expressly treats any Shareholder in a materially adverse manner that is different than any other similarly situated Shareholder will require the separate approval of such Shareholder. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party to this Agreement that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 3.7 shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition or provision.
Termination Amendments and Waivers. This Agreement may not be terminated, modified, amended or waived except by and to the extent expressly set forth in a writing signed by the party to be charged therewith, which shall be effective in accordance with its term.
Termination Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Requisite Investors; provided that the Company may in its sole discretion waive compliance with Section 2.12; provided further that Sections 1.6(ii) and 3.3(c) may not be amended or waived without Maveron’s express written consent; provided further that Sections 1.6(iv), 1.26(ii), 3.3(a), and 4.1(f) and the penultimate paragraph of Section 3.1 may not be amended or waived without the express written consent of the X. Xxxx Price Investors; provided further that Sections 1.6(v), 1.26(iii) and 3.3(b) may not be amended or waived without the express written consent of the Fidelity Investors; provided further that Sections 1.6(iii) and 3.3(d) may not be amended or waived without Tiger’s express written consent; provided further that Sections 1.6(vi), 1.26(iv) and 3.3(e) may not be amended or waived without the express written consent of the Baillie Investors; provided further that Sections 1.6(vii), 1.26(v) and 3.3(f) may not be amended or waived without the express written consent of the Franklin Investors; provided further that Section 3.1, Section 3.2 and Section 4 may not be amended or waived without the express consent of the Company and Major Investors holding at least 60% of the Registrable Securities held by all Major Investors; and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction so long that all Major Investors have been provided the opportunity to participate in such transaction to the extent provided in Section 4 on similar terms as any Major Investors participating in such transactio...
Termination Amendments and Waivers. (a) This Agreement may not be terminated or amended except (i) with respect to any rights and obligations of SAP and its Affiliated Companies, by mutual consent of the Company and SAP, (ii) with respect to any rights and obligations of Silver Lake and its Affiliated Companies, by mutual consent of the Company and Silver Lake and (iii) with respect to any rights and obligations of Q II and its Affiliated Companies, by mutual consent of the Company and Q II, in each case of clauses (i) through (iii), evidenced by an instrument in writing signed on behalf of each such Party; provided that (i) any amendment or modification to ARTICLE II (Covenants and Other Matters) shall require the prior written consent of Silver Lake. The provisions of ARTICLE I (Definitions), Section 3.3 (Expenses), Section 3.9 (Indemnification and Contribution) and this ARTICLE V shall survive any termination of this Agreement pursuant to this Section 4.6.
Termination Amendments and Waivers. 47 Section 7.1 Termination..............................................47 Section 7.2 Effects of Termination...................................47 Section 7.3 Waiver...................................................48
Termination Amendments and Waivers. This Agreement may be terminated by the mutual agreement of Buyer and Seller. No such termination or any amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both Buyer and Seller. No failure on the part of Buyer to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
Termination Amendments and Waivers. This Agreement will automatically terminate and be of no further force and effect if the Asset Purchase Transaction (as defined in the Asset Purchase Agreement) is not consummated for any reason. In addition, this Agreement may be terminated by the mutual agreement of Buyer and Seller. No such termination or any amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both Buyer and Seller. No failure on the part of Buyer to exercise, and no delay in exercising, any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
