Waiver and Termination. (a) Notwithstanding anything to the contrary in this Agreement or any other Debt Document, any Party may, together with exercising any right pursuant to paragraph (f) of Clause 29.1 (Required Consents), unilaterally waive, relinquish, or otherwise release or decline the right to receive or benefit from, any right in relation to a Debt Document, including in relation to Transaction Security or any guarantee, indemnity or other assurance against loss in respect of any Liabilities owed to it by a Debtor or Security Grantor with the prior consent of the Company; and by written notice from the Company to each Agent party to this Agreement and the Security Agent at such time (a "Unilateral Waiver").
Waiver and Termination. Section 11.1 Amendment 27 Section 11.2 Waiver 27 Section 11.3 Termination 27
Waiver and Termination. (a) Effective as of the Effective Date, the Holder hereby waives any obligation the Company has under the Registration Rights Agreement, dated as of the date of the Subscription Agreement (the “Registration Rights Agreement”), including, without limitation, with respect to the registration of the shares of Common Stock issuable upon conversion of the Preferred Shares or upon exercise of the Warrants and the Holder hereby waives any and all damages, penalties and defaults related to the Company failing to file or have declared effective a registration statement by the United States Securities and Exchange Commission (the “Commission”). The Holder and the Company agree and acknowledge that the Registration Rights Agreement shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Registration Rights Agreement as of the Effective Date.
Waiver and Termination. Each Shareholder hereby agrees to waive (and shall not seek to enforce) any and all rights, indemnities, privileges, powers or preferences that arise or could reasonably be expected to arise under that certain Shareholders' Agreement (the "Shareholders' "Agreement"), dated as of December 31, 2004, by Cypress Merchant B Partners II (Cayman) L.P., Cypress Merchant Banking II-A C.V., Cypress Side-By-Side (Cayman) L.P., 55th Street Partners II (Cayman) L.P. (collectively, the "Cypress Investors") and the Company as a result of the execution of the Transaction Documents and the consummation of the transactions contemplated thereby, or which could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Securities Purchase Agreement, including without limitation, any and all rights granted pursuant to Article IV of the Shareholders Agreement. The Shareholders shall enter into (i) one or more termination agreements, each in form and substance satisfactory to the Investors in their sole discretion, and deliver to the Investors (prior to Closing) copies of such executed termination agreements, evidencing the termination, effective immediately prior to the Closing, by all parties thereto of, the Shareholders Agreement, Securities Purchase Agreement, dated as of October 17, 2004, by and among the Company and the Cypress Investors and any other agreements with the Company that grant to the Shareholders or the Cypress Investors, as the case may be, any rights, indemnities, preferences, powers or privileges with respect to, or in connection with, the Company or its Subsidiaries, the Subject Shares or any other shares of the Company and (ii) at or prior to the Closing, the Registration Rights and Shareholders Agreement in the form attached hereto as Exhibit A.
Waiver and Termination. The parties agree to, and do hereby, waive the terms of any and all options and rights to purchase, voting agreements, registration rights, and all other rights and requirements under the Stockholders' Agreement and terminate the Stockholders' Agreement effective concurrent with the closing of the Offering, except for the provisions of Section 5.8, which shall survive such termination. Upon termination, no party shall have any further liability or obligations to any other party under the Stockholders' Agreement except as otherwise expressly provided for herein.
Waiver and Termination. 9.1 It is understood that the Purchaser and the Corporation may at their sole discretion waive, in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement in their favour without prejudice to their rights in respect of any other of such terms and conditions or any other subsequent breach or non-compliance; provided, however, that to be binding on the Purchaser or the Corporation as applicable any such waiver or extension must be in writing.
Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Subsection 6.1 above) 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 (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to ...
Waiver and Termination a) The Company agrees and acknowledges that its past, present and future rights to (i) repurchase Vested Stock arising under the Manager Repurchase Options and (ii) repurchase Stock under the Director Repurchase Options are hereby waived and terminated and the provisions giving rise to such rights shall have no further force and effect for now and for all times hereafter.
Waiver and Termination. If any of the conditions referred to in paragraphs 7.1 or 7.2 shall not be wholly satisfied at or before the time specified for such condition, then the party for whose benefit such condition has been included herein may, at its option, either:
Waiver and Termination. The conditions precedent in Section 6.1 are inserted for the sole benefit of the Lender and may be waived in writing by the Lender, in whole or in part, with or without conditions, as the Lender may determine. If this Agreement has been fully executed and delivered by both of the Borrower and the Lender but any conditions precedent set out in Section 6.1 have not been satisfied or waived within one (1) month (or such longer period as may be agreed to by the Borrower and the Lender) of the execution and delivery of this Agreement, then this Agreement and any obligation of the Lender to advance the Loan shall terminate and be of no force and effect.
