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 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 (i) ING, or if ING and its Affiliates cease to be Stockholders, a representative designated by the holders of ING Transferees holding a majority of the shares of capital stock Stock (other than Preferred Stock) held by the Jordan Investors, ING Transferees (iiwith Warrants converted on an as if exercised basis) 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 DirectorsStockholders. 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 Charter 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 addition to the provisions of this Agreement Section 7.2(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 ING, or if ING and its Affiliates cease to be Stockholders, a representative designated by the ING Transferees holding a majority of the Stock (other than Preferred Stock) held by the ING Transferees (with Warrants counted on an as if exercised basis) and the provisions of Management Stockholders, 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 agreement, the provisions of this Agreement shall govern and prevailfailure.

Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended only by a written instrument duly executed by (i) SSF, (ii) SF and (iii) the holders of a majority of the shares of capital stock Capital Stock not held by the Jordan InvestorsKPS Funds (including, (ii) to for such purposes, shares of Common Stock issuable upon the extent required under Section 11.8 under the Credit Agreementexercise of Contingent Rights); provided, or if such proposed however, that any 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 has a group, the holders material adverse effect on any right of a majority Shareholder granted hereunder shall not be effective against such Shareholder without the approval 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 Directorssuch Shareholder. In the event of the amendment or modification of this Agreement in accordance with its terms, the Stockholders Shareholders 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- 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 Shareholders entitled to vote thereon, and the Stockholders Shareholders 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. (d) The parties shall use their reasonable best efforts to cause the ESOP Trustee to enter into and become a Shareholder under this Agreement or be bound by the provisions hereof to the extent permitted under applicable law. In connection therewith, the Shareholders hereby agree to make reasonable modifications to this Agreement from time to time to the extent required for the Company to comply with applicable law. Notwithstanding the foregoing, the ESOP Trustee shall not be obligated to vote the ESOP Securities or otherwise to use its best efforts to accomplish the foregoing if and to the extent that in the ESOP Trustee’s reasonable judgment that doing so would violate its fiduciary obligations under ERISA or other applicable law.

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 (by number of the shares of capital stock held by Common Stock) of 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 holders of at least 66 2/3% of the FNBB Affiliate under this Agreement, shares of Common Stock (with the FNBB AffiliateWarrant Shares underlying any unexercised Warrants counted as if the Warrants had been exercised) held by the Institutional Investors, 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 DirectorsInvestors. 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- 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.