Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by (i) Shareholders holding greater than 50% of the Shares of Common Stock of all of the Shareholders in the aggregate and (ii) any Shareholder disproportionately and adversely affected by the proposed amendment.
(b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Amendment and Modification; Waiver of Compliance; Conflicts. This Agreement may be amended only by a written instrument duly executed by the Stockholders and DSH and approved in the manner provided in Section 3.4. In the event of any conflict between the terms of this Agreement and the Articles of Incorporation and By-Laws of the Companies, this Agreement shall govern.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by the parties hereto.
(b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended or modified only by a written instrument duly executed by each Shareholder. In the event of the amendment or modification of this Agreement in accordance with its terms, the Shareholders shall cause the Board of the Company to call an extraordinary meeting of the shareholders of the Company to meet within thirty (30) calendar days following such amendment or modification or as soon thereafter as is practicable and shall adopt any amendments to the Bylaws that may be required as a result of such amendment or modification to this Agreement, and the Shareholders agree to vote in favor of such amendments.
(b) Except as otherwise provided in this Agreement, failure of any Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived by the Shareholder or Shareholders entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
(c) As long as this Agreement is in effect, if there is any conflict, dispute or inconsistency between the provisions of this Agreement and the Bylaws, the provisions of this Agreement shall govern and prevail.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by (i) the holders of a majority of the shares of capital stock held by the Jordan Investors, (ii) to the extent required under Section 11.8 under the Credit Agreement, or if such proposed amendment would materially adversely affect the rights of the FNBB Affiliate under this Agreement, the FNBB Affiliate, and (iii) to the extent that such proposed amendment would materially adversely affect the rights of the Management Investors under this Agreement as a group, the holders of a majority of the shares of Voting Stock owned by the Management Investors or which may be voted, pursuant to the provisions of Section 8.3, by either Xxxxxxxx Xxxx, Xxxxxxx Xxxxxx or a majority of the Management Directors. In the event of the amendment or modification of this Agreement in accordance with its terms, the Stockholders shall cause the Board of Directors of the Company to meet within 30 calendar days following such amendment or modification or as soon thereafter as is practicable for the purpose of adopting any amendment to the Certificate of Incorporation and By- Laws of the Company that may be required as a result of such amendment or modification to this Agreement, and, if required, proposing such amendments to the Stockholders entitled to vote thereon, and the Stockholders agree to vote in favor of such amendments.
(b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
(c) In the event of any conflict between the provisions of this Agreement and the provisions of any other agreement, the provisions of this Agreement shall govern and prevail.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by the Company and the Investor Shareholders (but only for so long as any Investor Shareholder holds any Company Shares); provided, however, that Exhibit A to this Agreement may be amended at any time by the Company to add as a party hereto any Person that acquires any Company Shares in compliance with the terms of this Agreement and executes a supplemental signature page hereto in the form attached as Exhibit B.
(b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by the Company, the Carlyle Stockholders and the Onex Stockholders; provided, however, that Exhibit A to this Agreement may be amended at any time by the Company to add as a party hereto any officer, director, employee or consultant of the Company or any of its Subsidiaries that is issued any Common Shares or options to purchase Common Shares and executes a supplemental signature page hereto in the form attached as Exhibit B hereto as a Management Stockholder.
(b) Except as otherwise provided in this Agreement and subject to Section 5.8 hereof, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended or modified only by a written instrument duly executed by each Shareholder. In the event of the amendment or modification of this Agreement in accordance with its terms, the Shareholders shall cause the Board of the Company to call an extraordinary meeting of the shareholders of the Company to meet within thirty (30) calendar days following such amendment or modification or as soon thereafter as is practicable and shall adopt any amendments to the Bylaws that may be required as a result of such amendment or modification to this Agreement, and the Shareholders agree to vote in favor of such amendments.
(b) Except as otherwise provided in this Agreement, failure of any Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived by the Shareholder or Shareholders entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
(c) As long as this Agreement is in effect, if there is any conflict, dispute or inconsistency between the provisions of this Agreement and the Bylaws, the provisions of this Agreement shall govern and prevail. All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed, addressed, or telefaxed If to the LGI Shareholder, to: c/o LG International Corp. LG Twin Towers, 00, Xxxxx-xxxx, Xxxxxxxxxxx-xx, Xxxxx, Xxxxx 150-721 Attention: Xxxx-Xxx Xxx Fax: +00 0 0000 0000 with a copy to: x/x Xxxxxxx Xxxxxxxxx Xxxxx 00 Xxxxxxxx Xxxxx, 0 Xxx Xxxxxxxxx Xxxxx XX 0000 Xxxxxxxxx DX 169 Perth Attention: Xxxxxx Xxxx Fax: +00 0 0000 0000 Larrain y Asociados Av. El Bosque Sur Nº130 12th Floor Las Condes. Santiago, Chile Attention: Xxxxxxx Xxxx Fax: + 00 0 000 0000 If to the GeoPark Shareholder or the Company, to: x/x XxxXxxx Xxxxxxxxx Limited Florida 000 -0xx Xxxxx Xxxxxx Xxxxx (X0000XXX), Argentina Attention: Xxxxxx Xxxxxx Fax: +5411 0000 0000 Xxxxxxxxxx & Xxxxx LLP 0000 Xxx Xxxxxxxxx Xxxxxx X.X. Xxxxxxxxxx, XX 00000 Attention: Xxxx Xxxxx Fax: +0 000 000 0000 Barros & Errázuriz Abogados Xxxxxxx Xxxxxxxxxx 2939, Las Xxxxxx Xxxxxxxx, Chile, 7550101 Attention: Xxxxxxxx Simian Fax: +00 0 000 0000 Each such notice, request or other communication...
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended, modified or terminated only by a written instrument duly executed by the Company, Huff and ING.
(b) Except as otherwise pxxxxded in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure; provided that Huff and ING may effect any such waiver on behalf ox xxl of the Purchasers.
(c) In addition to the provisions of Section 7.13(b), any failure of the Company to comply with any obligation, covenant, agreement or condition herein may be waived by a written instrument duly executed by a majority of the holders of the Series A-1 Preferred Stock, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by (i) the Company; and (ii) the Stockholders holding a majority of the shares of Common Stock and Preferred Stock (consenting together, on an as converted basis) then held by all of the Stockholders who are a party to this Agreement. In the event of the amendment or modification of this Agreement in accordance with its terms, the Stockholders shall cause the Board of Directors of the Company to meet within 30 calendar days following such amendment or modification or as soon thereafter as is practicable for the purpose of adopting any amendment to the Certificate of Incorporation and Bylaws of the Company that may be required as a result of such amendment or modification to this Agreement, and, if required, proposing such amendments to the Stockholders entitled to vote thereon, and the Stockholders agree to vote in favor of such amendments.
(b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
(c) The vote or consent of a majority of the holders of the then outstanding shares of Series 1 Preferred Stock (voting together as a single series), shall be required to effect the following actions: (i) any amendment, alteration, or repeal of any provision of the Certificate of Incorporation or the Bylaws of the Corporation that alters or changes the voting or other powers, preferences, or other special rights, privileges or restrictions of the Series 1 Preferred Stock; (ii) any decrease or increase in the authorized number of shares of Series 1 Preferred Stock; or (iii) authorization of any class or series of shares having rights, preferences or privileges with respect to dividend payments or payments upon liquidation senior to with any series of the Series 1 Preferred Stock. The consent provided in this Section 7.3(c) may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the holders of the then outstanding shares of Series 1 Preferred Stock (voting together...
