Common use of Amendment; Waiver and Termination Clause in Contracts

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of shares of Common Stock then held by the Other Shareholders who are then providing services to the Company as officers, employees or consultants, and (c) the Investor. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investor, the Other Shareholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of Key Holders holding a majority of the shares of Common Transfer Stock then held by all of the Other Shareholders who are then providing services to the Company as officers, employees or consultantsKey Holders, and (c) the Investorholders of a majority of the shares of Common Stock held by the Investor(s) (voting as a single class). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the InvestorInvestors, the Other Shareholders Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 5.1 above5.1) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders Stockholders holding two-thirds (2/3) of a majority of the shares of Common Transfer Stock then held by the Other Shareholders who are then providing services to the Company as officers, employees or consultants, and (c) the Investorall Stockholders. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investor, the Other Shareholders Stockholders and all of their respective successors and permitted assigns whether or not such party, successor or assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Except for the rights and obligations set forth in Section 7 above which shall terminate only as set forth in Section 7.10 above, this Agreement may be amended, modified or terminated (other than pursuant to Section 5.1 10.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority 66.67% of shares of Common Stock then the Shares held by the Other Shareholders who are then providing services to the Company Stockholders (voting as officers, employees or consultants, and (c) the Investora single separate class). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investor, the Other Shareholders parties hereto and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder stockholder entered into or approved such amendment, modification, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than in addition to pursuant to Section 5.1 5.01 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the CompanyMercer, (b) the holders of Key Holders holding a majority of the shares of Common Transfer Stock then held by all of the Other Shareholders who are then providing services to the Company as officersKey Holders, employees or consultants, and (c) all of the InvestorInvestors and (d) the Company, solely to the extent such amendment, modification, termination or waiver would enlarge the Company’s obligations hereunder. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the InvestorInvestors, the Other Shareholders Key Holders and Mercer and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 5.1 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority at least 70% of the shares of Common Stock issued or issuable upon conversion of the then outstanding, or deemed outstanding, shares of Preferred Stock held by the Other Shareholders who are then providing services Stockholders (voting as a single class and on an as-converted basis). This Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Stockholder without the Company as officerswritten consent of such Stockholder unless such amendment, employees termination or consultants, and (c) waiver applies to all Stockholders in the Investorsame fashion. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investor, the Other Shareholders Stockholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.