Common use of Written Modifications Clause in Contracts

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Stockholders; provided, however, -------- ------- that (a) the consent of the Majority HTM Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority StockholdersInvestors; provided, however, that -------- ------- that (a) the consent of the Majority HTM Investors Other Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of HTM Other Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority StockholdersInvestors; provided, however, -------- ------- that (a) the consent of the Majority HTM Investors Other Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of HTM Other Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Stockholders; provided, however, -------- ------- that (a) the consent of the Majority HTM Investors Founders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the (an “Amendment”) that discriminates against rights of the Founders specifically or against the holders of HTM Founder Shares as such under this Agreement, (b) the consent of the Majority SMTC Quadrangle Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Quadrangle Investors specifically or against the holders of SMTC Quadrangle Investor Shares as such under this Agreement, Agreement and (c) the consent of the Majority Pensar Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination Other Investors specifically or waiver which has a material adverse effect on the rights of against the holders of Management Other Investor Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such amendment, modification, extension, termination and waiver Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminatedterminated (each, an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority StockholdersKohlberg Investors; provided, however, -------- ------- that (ai) the consent of the Majority HTM Other Investors shall be required for any amendment, modification, extension, termination or waiver which that has a material disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights of the holders of HTM Shares as such under this Agreement, (b) the consent of the Majority SMTC Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares in their capacity as such under this Agreement and (dii) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which that has a material disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights of the holders of Management Shares Managers in their capacity as such under this Agreement. Each such ; provided, further, that any amendment, modification, extensionsupplement or waiver of (x) 2.1 (Confidentiality), termination and waiver 5.1 (Oral Modifications) or 5.2 (Written Modifications) or (y) any defined terms as used in any of the foregoing Sections referenced in the foregoing clause (x), in each case, that adversely affects the rights or obligations of a Designated Investor, shall not be made or given without the prior written resolution of the Designated Investor so affected. Each such Amendment shall be binding upon each party hereto and each holder of Shares Stockholder subject hereto. In addition, each party hereto and each holder of Shares Stockholder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. Notwithstanding anything to the contrary in this Section 5.2, this Agreement may be amended by the Company solely with the consent of the Majority Kohlberg Investors (i) to join as a party to this Agreement any officer, director or employee of, or consultant or advisor to, the Company or any Affiliate of the Company who holds or will hold Common Stock or Options as a “Manager,” (ii) to join as a party to this Agreement any Permitted Transferee of a Manager as a “Manager,” (iii) to join as a party to this Agreement any Permitted Transferee of any Investor as an “Investor” and (iv) to join as a party to this Agreement any Permitted Transferee of any Other Investor as an “Other Investor”.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Bain Majority StockholdersHolders and the holders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, -------- ------- that (a) the consent of the CSFB Majority HTM Investors Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares CSFB Securities as such under this Agreement, (b) the consent of the Management Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares Securities as such under this Agreement. Each such , (c) the consent of the Non-CSFB Majority Warrantholders shall be required for any amendment, modification, extension, termination and or waiver shall be binding upon each party hereto and each holder which has a material adverse effect on the rights of Shares subject heretothe holders of Non-CSFB Warrant Securities as such under this Agreement. In addition, each party hereto and each holder of Shares Securities or Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority StockholdersInvestors; provided, however, that -------- ------- that (a) the consent of the Majority HTM Investors Other Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of HTM Other Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement, (d) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement and (e) the consent of the Majority Senior Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Senior Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Stockholders; provided, however, -------- ------- that (a) the consent of the Majority HTM Investors Founders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the (an “Amendment”) that discriminates against rights of the Founders specifically or against the holders of HTM Founder Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Managers specifically or against the holders of SMTC Management Shares as such under this Agreement, (c) the consent of the Majority Pensar Quadrangle Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Quadrangle Investors specifically or against the holders of Pensar Quadrangle Investor Shares as such under this Agreement and (d) the consent of the Majority Managers Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Management Other Investor Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such amendment, modification, extension, termination and waiver Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Stockholders; provided, however, -------- ------- that (a) the consent of the Majority HTM Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement (d) the consent of the Majority Qualtron Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Qualtron Shares as such under this Agreement and (de) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by all of the Majority StockholdersLead Investors; provided, however, -------- ------- that (a) the consent of the Majority HTM Co-Investors shall will be required for any amendment, modification, extension, termination or waiver which has a material - 31 - materially adverse and disproportionate effect on the rights of the holders of HTM Co-Investor Shares as such relative to other Stockholders under this Agreement, Agreement and (b) the consent of the Majority SMTC Investors shall Managers will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse disproportionate effect on the rights of the holders of Management Shares as such relative to other Stockholders under this Agreement. Each such amendment, modification, extension, termination and waiver shall will be binding upon each party hereto and each holder of Shares subject hereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the words “Class B Common Stock” were substituted for the words “Class A Common Stock” herein). In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. The effectiveness of this Agreement is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Agreement may be terminated by the Lead Investors. 9.3.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by all of the Majority StockholdersLead Investors; provided, however, -------- ------- that (a) the consent of the Majority HTM Co-Investors shall will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse and disproportionate effect on the rights of the holders of HTM Co-Investor Shares as such relative to other Stockholders under this Agreement, Agreement and (b) the consent of the Majority SMTC Investors shall Managers will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse disproportionate effect on the rights of the holders of Management Shares as such relative to other Stockholders under this Agreement. Each such amendment, modification, extension, termination and waiver shall will be binding upon each party hereto and each holder of Shares subject hereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the words “Class B Common Stock” were substituted for the words “Class A Common Stock” herein). In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. The effectiveness of this Agreement is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Agreement may be terminated by the Lead Investors.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Xxxx Majority StockholdersHolders and the holders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, -------- ------- that (a) the consent of the CSFB Majority HTM Investors Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares CSFB Securities as such under this Agreement, (b) the consent of the Management Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares Securities as such under this Agreement. Each such , (c) the consent of the Non-CSFB Majority Warrantholders shall be required for any amendment, modification, extension, termination and or waiver shall be binding upon each party hereto and each holder which has a material adverse effect on the rights of Shares subject heretothe holders of Non-CSFB Warrant Securities as such under this Agreement. In addition, each party hereto and each holder of Shares Securities or Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder.