Common use of Waiver; Amendment; Termination Clause in Contracts

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.

Appears in 4 contracts

Samples: Shareholders Agreement (Osmotica Pharmaceuticals PLC), Shareholders Agreement (Avista Capital Partners III GP, L.P.), Shareholders Agreement (Osmotica Pharmaceuticals PLC)

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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 Stockholders disproportionately as compared to the Sponsors (taking into account and considering the rights of Management Shareholders Stockholders prior to such amendment or modification), shall require the prior written consent of the holders of a majority of the Ordinary Shares shares of Common Stock then held by the Management ShareholdersStockholders; provided, further, that any waiver, amendment or modification that materially and adversely affects a Shareholder Stockholder disproportionately as compared to all other ShareholdersStockholders, shall require the prior written consent of a majority-in-interest of such Shareholders Stockholders so adversely affected; provided, further, that no update of any Schedule hereto shall be deemed to constitute an amendment to this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (INC Research Holdings, Inc.), Stockholders Agreement (INC Research Holdings, Inc.)

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