Amendment; Waiver; Termination. No amendment, modification, supplement, termination or cancellation of this Agreement shall be effective unless it is in writing and signed by each Party. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
Amendment; Waiver; Termination. No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing and signed by the Executive and CFI. No waiver by either party hereto at any time of any breach by the other party hereto of compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement and the transactions contemplated herein shall terminate automatically without any further action by any party upon the termination of the Contribution Agreement.
Amendment; Waiver; Termination. No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing and signed by the Executive and DBRG. No waiver by either party hereto at any time of any breach by the other party hereto of compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
Amendment; Waiver; Termination. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with the approval of the Board and Stockholders holding at least 75% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification; provided that any amendment or modification which adversely and disproportionately affects the rights of any party hereto must be approved by such party.
Amendment; Waiver; Termination. Any term of this Agreement may be amended or modified, and the observance of any term may be waived, only by an instrument in writing signed by Getty Images and Stockholders in each of the Getty Group and the Torrance Group holding Shares representing a majority of the Shares then held by Stockholders in such Group; provided, however, that no modification to Sections 2.01 or 4.09 may be made without the consent of the party affected thereby. Waiver of any term or condition of this Agreement shall only be effective if it is in writing and shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. Each Stockholder shall be bound by any amendment or waiver authorized by this Section 4.09, whether or not such Stockholder shall have consented thereto. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. This Agreement may be terminated upon the unanimous written consent of the Stockholders.
Amendment; Waiver; Termination. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board of Directors and holders of at least 50% of the Shares held by the parties to this Agreement at the time of such proposed amendment or modification.
(b) In addition, any amendment or modification of any provision of this Agreement that would adversely affect any DLJ Entity may be effected only with the consent of such DLJ Entity.
(c) In addition, any amendment or modification of any provision of this Agreement that would adversely affect any (i) Institutional Shareholder may be effected only with the consent of Institutional Shareholders holding at least 50% of the shares held by the Institutional Shareholders or (ii) Management Shareholder may be effected only with the consent of Management Shareholders holding at least 50% of the shares held by the Management Shareholders.
(d) This Agreement shall terminate on the tenth anniversary of the date hereof unless earlier terminated.
Amendment; Waiver; Termination. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company and holders of at least 50% of the Shares held by the Shareholders at the time of such proposed amendment or modification.
(b) In addition, any amendment or modification of any provision of this Agreement that would adversely affect any (i) CSH Shareholder may be effected only with the consent of CSH Shareholders holding at least 50% of the Shares held by the CSH Shareholders, (ii) Xxxxxxxxxxx Shareholder may be effected only with the consent of Xxxxxxxxxxx Shareholders holding at least 50% of the Shares held by the Xxxxxxxxxxx Shareholders, (iii) Xxxxx Shareholder may be effected only with the consent of Xxxxx Shareholders holding at least 50% of the Shares held by the Xxxxx Shareholders or (iv) Xxxxxxxx Shareholder may be effected only with the consent of Xxxxxxxx Shareholders holding at least 50% of the Shares held by the Xxxxxxxx Shareholders.
(c) This Agreement shall terminate on the tenth anniversary of the date hereof unless earlier terminated.
Amendment; Waiver; Termination. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
(c) This Agreement shall terminate and be of no further force or effect (i) as to (A) AOF and CAIP, (B) QPL, and (C) the Co-Investors (the Shareholders in clauses (A) and (C) being treated as a single Shareholder and their holdings of Shares being calculated on a combined basis for purposes of this Section 7.5(c)), when such Shareholder and its Permitted Transferees ceases to own, directly or indirectly, at least 5% of the outstanding Shares or (ii) when only one Shareholder remains subject to this Agreement.
(d) Notwithstanding Section 7.5(c), (i) Sections 5.1, 5.2, 6.2 and Article 7 shall survive any termination of this Agreement, (ii) upon a Transfer of Shares by AOF or QPL which would result in a termination of this Agreement as to such Person pursuant to Section 7.5(c)(i), such Person shall cause its appointed directors to resign in accordance with Section 2.1(d) and such directors shall not be entitled to vote and shall not be counted as attending the Board meeting at the time the Board elects a successor as provided in Section 2.3(c), and (iii) upon a Transfer of Shares by AOF or QPL which would result in a termination of this Agreement pursuant to Section 7.5(c)(ii), the one remaining Shareholder shall vote its Shares and take all actions necessary, and if such Shareholder has appointed any directors pursuant to Section 2.1 then it agrees to procure that its appointed directors will vote and take all action necessary, to comply with Sections 2.3(b) and (c) in filling any vacancy on the Board resulting from a resignation required under Section 2.1(d) and subclause (ii) above due to the Transfer of Shares by QPL or AOF.
Amendment; Waiver; Termination. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board of Directors and holders of at least 50% of the shares of Common Stock held by the parties to this Agreement at the time of such proposed amendment or modification. Notwithstanding the foregoing or any other provision of this Agreement, THL may at any time, including after completion of a Qualifying Public Offering, and without any other action by any other party, effectuate an amendment to this Agreement to delete in its entirety Section 4.3(a); provided, however, that if THL causes such Section to be deleted, so long as the THL Entities own at least 10% of their Initial Ownership of shares of Common Stock, the THL Entities shall not purchase any New Securities from the Company unless the Company offers each Non-THL Shareholder the right to participate in the purchase of such New Securities in accordance with Section 4.3(a)(iii) as if it continued to be in effect.
(b) In addition, any amendment or modification of any provision of this Agreement that would adversely affect THL may be effected only with the consent of THL.
(c) In addition, any amendment or modification of any provision of this Agreement that would adversely affect any (i) Institutional Shareholder may be effected only with the consent of such Institutional Shareholders holding at least 66 2/3% of the shares of Common Stock held by such Institutional Shareholders or (ii) Management Shareholder may be effected only with the consent of the Management Shareholders (which must include the Primary Executives) holding at least 50% of the shares of Common Stock held by the Management Shareholders.
(d) This Agreement shall terminate on the tenth anniversary of the date hereof unless earlier terminated.
Amendment; Waiver; Termination. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by (i) the Company with the approval of the Board, (ii) DLJ Merchant Banking II, Inc., and (iii) CRL, until such time as CRL is no longer entitled to nominate a director to the Board; provided that if any such amendment or modification has an adverse effect on any Stockholder that is materially disproportionate to the effect of such amendment or modification on Stockholders generally, the approval of such Stockholder shall also be required.
