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.
Waiver; Amendment; Termination. (a) The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and holders of a majority of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of Registrable Securities be materially increased or the rights of any Stockholder be adversely affected (without similarly adversely affecting the rights of all Stockholders), except upon the written consent of such holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.
Waiver; Amendment; Termination. (a) No provision of this Agreement may be waived, amended or otherwise modified except by an instrument in writing executed by (i) the Company and (ii) with the Requisite Consent; provided, however, that any waiver, amendment or modification that adversely affects Management Shareholders disproportionately as compared to the Sponsors (taking into account and considering the rights of Management Shareholders prior to such amendment or modification), shall require the prior written consent of the holders of a majority of the Ordinary Shares then held by the Management Shareholders; provided, further, that any waiver, amendment or modification that materially and adversely affects a Shareholder disproportionately as compared to all other Shareholders, shall require the prior written consent of a majority-in-interest of such Shareholders so adversely affected; provided, further, that no update of any Schedule hereto shall be deemed to constitute an amendment to this Agreement.
Waiver; Amendment; Termination. (a) Subject to Section 3.03(b), no provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing executed by the Company with approval of the Board of Directors and Stockholders holding at least a majority of all Shares (as determined on a Common Equivalents and Fully-Diluted basis), held by the parties hereto at the time of such proposed amendment or modification. In addition, any party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the party against whom the waiver is to be effective.
Waiver; Amendment; Termination. No provision of this Agreement may be amended, waived or otherwise modified, except by an instrument in writing executed by the Downstream Co with approval of the Supervisory Board and each Shareholder that is a Party at the time of that proposed amendment or modification. In addition, any Party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the Party against whom the waiver is to be effective.
Waiver; Amendment; Termination. The parties to this Agreement hereby agree and acknowledge that the Corporation has, as of, and at all times prior to, the date of this Agreement, complied with all of its obligations under the Prior Agreement and the Prior Second Agreement and that the Corporation shall have no liability or obligation to pay any damages under the Prior Agreement or the Prior Second Agreement with respect to any right, covenant or obligation arising under the Prior Agreement or the Prior Second Agreement at any time prior to the date of this Agreement. All provisions of, rights granted and covenants made in, the Prior Agreement or the Prior Second Agreement are hereby waived, released and superseded, with full retrospective and prospective effect, in their entirety and shall have no further force or effect. The Prior Second Agreement is hereby terminated in its entirety without any liability of any party thereunder whatsoever and shall have no further force or effect. (Signature Page to Stockholders’ Agreement)
Waiver; Amendment; Termination. The parties to this Agreement hereby agree and acknowledge that the Corporation has, as of, and at all times prior to, the date of this Agreement, complied with all of its obligations under the Prior Agreement and that the Corporation shall have no liability or obligation to pay any damages under the Prior Agreement with respect to any right, covenant or obligation arising under the Prior Agreement at any time prior to the date of this Agreement. All provisions of, rights granted and covenants made in, the Prior Agreement are hereby waived, released and superseded, with full retrospective and prospective effect, in their entirety and shall have no further force or effect.
Waiver; Amendment; Termination. Any party that is entitled to the benefits hereof may (a) extend the time for the performance of any of the obligations or other acts of the other parties, and (b) waive compliance with any of the agreements of any other party or conditions contained herein. Any agreement on the part of a party to any waiver shall be valid if set forth in an instrument in writing signed and delivered on behalf of such party. Waivers shall operate to waive only the specific matter described in the writing and shall not impair the rights of the party granting the waiver in other respects or at other times. A party’s waiver of a breach of a provision of this Agreement, or failure (on one or more occasions) to enforce a provision of, or to exercise a right under, this Agreement, shall not constitute a waiver of a similar breach, or of such provision or right other than as explicitly waived. This Agreement may not be amended or supplemented except by an instrument or instruments in writing signed and delivered on behalf of the Company and each Investor.
Waiver; Amendment; Termination. (a) No provision of this Agreement may be amended, waived or otherwise modified (either generally or in a particular instance, and either retroactively or prospectively) except by an instrument in writing executed by the Company with approval of the Board of Directors and Stockholders holding at least 60% of the outstanding Common Share Equivalents held by Stockholders at the time of such proposed amendment or modification; provided that any amendment that would disproportionately impose restrictions in addition to the transfer restrictions set forth in ARTICLE 3 on a dissenting Stockholder’s right to transfer its Shares, shall require the consent of the Stockholder so affected; provided further that any amendment of Section 2.01(a)(i) and Section 2.01(a)(ii) may not be effected without, and shall require, the consent of each Fund whose rights pursuant to such Section 2.01(a)(i) and Section 2.01(a)(ii) are affected by such amendment; provided further that any amendment of Section 3.06 (and the definitions referenced or used therein) may not be effected without, and shall require, the consent of BSC; provided further that any Investors purchasing shares under the Series E Purchase Agreement after the Initial Closing (as defined in the Series E Purchase Agreement) may become parties to this Agreement as a “Preferred Stockholder” without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Stockholder; provided further that any amendment of the definition of “Qualified Holder” that adversely affects the rights of a holder of Series D Preferred Shares to be treated as a Qualified Holder under this Agreement, if such holder of Series D Preferred Shares was a Qualified Holder after the Initial First Tranche Closing of the Series D Financing, shall not be effective against such holder of Series D Preferred Shares without the written consent thereto of the holders of at least 80% of the then outstanding Series D Preferred Shares; provided further that any amendment of Section 5.02 (or any of the definitions referenced or used therein) that adversely affects the rights of a holder of Series D Preferred Shares under such Section shall not be effective against such holder of Series D Preferred Shares without the written consent thereto of the holders of at least 80% of the then outstanding Series D Preferred Shares; and provided further that any amendment to Section 4.03 relating to exclusions of securities purchased in t...
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 and the Vitel Stockholders and if any such amendment or modification will disproportionately and materially and adversely affect the other Stockholders differently than the Vitel Stockholders, the other Stockholders holding at least 51% of the outstanding Common Shares held by the other Stockholders at the time of such proposed amendment or modification will be required.
