Common use of Waivers and Amendment Clause in Contracts

Waivers and Amendment. Neither this Agreement nor any term hereof, may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended and the observance of such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with (but only with) the written consent of (i) the Company, (ii) the holders of at least eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and (iii) the holders of at least seventy-five percent (75%) of the then outstanding Series C Shares; provided, however, that no such amendment or waiver shall extend to or affect any obligation not expressly waived or impair any right consequent therein. However, any amendments or waivers to rights of, or benefits to, SBCVC under this Agreement shall not be made without prior consent of SBCVC, and any amendments or waivers to rights of, or benefits to, the Series C Shareholder under this Agreement shall not be made without prior consent of the Series C Shareholder. No consent shall be required from any Shareholder hereunder for a Permitted Transferee of any Ordinary Shares or Preferred Shares here under to sign a counterpart signature page to this Agreement, or other similar document, binding said transferee and the Ordinary Shares or the Preferred Shares held by such transferee to the terms and conditions of this Agreement.

Waivers and Amendment. Neither With the written consent of the Company and the Eligible Investors, the rights and obligations of the Company, the Founders and the Eligible Investors under this Agreement nor any term hereof, may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended and the observance of such terms may be waived (either generally or in a particular instance and instance, either retroactively or prospectively) with (but only with) prospectively and either for a specified period of time or indefinitely). Upon the effectuation of each such waiver, consent, agreement, amendment or modification, the Company shall promptly give written consent of (i) notice thereof to the Company, (ii) the record holders of at least eighty-five percent (85%) the Preferred Shares and/or Ordinary Shares issued upon conversion of the then outstanding Existing Preferred Shares (voting together as a separate class) and (iii) the holders of at least seventy-five percent (75%) of the then outstanding Series C Shares; provided, however, that no such amendment or waiver shall extend to or affect any obligation who have not expressly waived or impair any right consequent thereinpreviously consented thereto in writing. However, any amendments or waivers to rights of, or benefits to, SBCVC under Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, except by a signed statement in writing. Any waiver or amendment effected in accordance with this subsection (d) shall not be made without prior consent binding upon all parties hereto. Notwithstanding anything to the contrary in this Section 7(d), no waiver or amendment which waives or amends the express rights of SBCVC, and any amendments or waivers to rights of, or benefits to, the Series C Shareholder under holder of Preferred Shares explicitly set forth in this Agreement shall not be made without prior consent in a manner that is materially and adversely different from the effect thereof on the comparable express rights of the Series C Shareholder. No consent shall be required from any Shareholder hereunder for a Permitted Transferee another holder of any Ordinary Shares or Preferred Shares here under to sign a counterpart signature page to explicitly set forth in this Agreement, or other similar document, binding said transferee and the Ordinary Shares or the shall be effective against such adversely affected holder of Preferred Shares held by such transferee to the terms and conditions of this Agreementwithout its written consent.