Common use of Amendment and Waiver of Rights Clause in Contracts

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, Asia Pacific, Vertex and the Investors (and/or any of their permitted successors or assigns) holding shares of Series A Preferred Stock and/or shares of Common Stock issued upon conversion thereof representing and/or convertible into a majority of all the Investors' Shares (as defined below). As used herein, the term "Investors' Shares" shall mean the shares of Common Stock then issuable upon conversion of all then outstanding shares of Series A Preferred Stock issued under the Series A Agreement and, in the event any of the Warrants has been exercised, all shares of Common Stock issuable upon conversion of Series A Preferred Stock issued upon exercise of such Warrants. Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each permitted successor or assignee of such Investor or Holder and the Company.

Amendment and Waiver of Rights. Any Subject to Section 2.3, any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, Asia Pacific, Vertex Company and the Investors (and/or any of their permitted successors or assigns) holding shares of Series A Preferred Stock and/or shares of Common Conversion Stock issued upon conversion thereof representing and/or convertible into at least a majority of all the Investors' ’ Shares (as defined below). As used herein, the term "“Investors' ’ Shares" ” shall mean the shares of Common Stock then issuable upon conversion of all then outstanding shares of Series A Preferred Stock issued under the Series A Purchase Agreement and, in the event any of the Warrants has been exercised, and/or Strategic Investor Agreement plus all then outstanding shares of Common Conversion Stock issuable that were issued upon the conversion of Series A any shares of Preferred Stock issued upon exercise of such Warrantsunder the Purchase Agreement and the Strategic Investor Agreement. Any amendment or waiver effected in accordance with this Section 4.2 1.2 shall be binding upon each Investor, each Holder, each permitted successor or assignee of such Investor or Holder and the Company.