Common use of Amendment and Modification; Waiver of Compliance; Conflicts Clause in Contracts

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 or modified only by a written instrument duly executed by each Shareholder(i) a Majority of the Jordan Investors and (ii) 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 Stock owned by the Management Investors. In the event of the amendment or modification of this Agreement in accordance with its terms, the Shareholders Stockholders shall cause the Board of the Company to call an extraordinary meeting of the shareholders Directors of the Company to meet within thirty (30) 30 calendar days following such amendment or modification or as soon thereafter as is practicable and shall adopt for the purpose of adopting any amendments amendment to the Amended and Restated 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 Shareholders Stockholders agree to vote in favor of such amendments. (b) . Except as otherwise provided in this Agreement, any failure of any Shareholder of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Shareholder or Shareholders 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) As long as this Agreement is in effect, if there is . In the event of any conflict, dispute or inconsistency conflict between the provisions of this Agreement and the Bylawsprovisions of any other agreement, the provisions of this Agreement shall govern and prevail.