Common use of Amendment; Waiver; Termination Clause in Contracts

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) 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 25 <PAGE> resignation required under Section 2.1(d) and subclause (ii) above due to the Transfer of Shares by QPL or AOF.

Amendment; Waiver; Termination. (ai) Any The parties hereto may not amend, modify or supplement this Agreement or waive any provision hereof except pursuant to a written instrument making specific reference to this Agreement that identifies itself as an amendment, modification or supplement to this Agreement and that is executed by (i) the Company and (ii) Holders holding seventy-five percent (75%) of the Registrable Securities; provided, however, that any amendment, modification, supplement or waiver that materially and adversely affects a Holder disproportionately as compared to all other Holders of the same class of Registrable Securities shall require the prior written consent of seventy-five percent (75%) of such Holders so adversely affected. Notwithstanding anything in this Section 17(h) to the contrary, if additional registration rights are granted to other parties in accordance with Section 11, such parties may be added as parties to this Agreement by execution of counterpart signature pages without any amendment of this Agreement. (ii) No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, constitutes a waiver by the party taking such action of compliance with any provision of this Agreement. The waiver by any party hereto of any provision of this Agreement may be amended or waived if, but is effective only if, such amendment or waiver in the instance and only for the purpose that it is in writing given and does not operate 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 not to be effective. (b) construed as a further or continuing waiver of such provision or as a waiver of any other provision. No failure or delay by on the part of any party hereto to exercise, and no delay in exercising exercising, any right, power or privilege hereunder shall operate remedy under this Agreement, and no course of dealing between the parties hereto, operates as a waiver thereof nor shall any or estoppel thereof. No single or partial exercise thereof preclude of any right, power or remedy under this Agreement by any party hereto precludes any other or further exercise thereof or the exercise of any other right, power or privilegeremedy. The rights All remedies under this Agreement are cumulative, not alternative and remedies herein provided shall be cumulative and are not exclusive of any rights or other remedies provided by law. (ciii) This Agreement shall terminate upon the date on which there are no longer any Registrable Securities outstanding; provided, however, the provisions of Section 9 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 17 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 AOFindefinitely.

Amendment; Waiver; Termination. (a) Any provision of Subject to Section 8.2(c), this Agreement may be amended by the parties hereto at any time before or waived ifafter approval by the stockholders of the Company of the matters presented in connection with the Merger, but only if, after any such approval no amendment shall be made without the approval of such stockholders if required by law or if such amendment changes the Merger Consideration or waiver is alters or changes any of the other terms or conditions of this Agreement if such alteration or change would adversely affect the rights of stockholders unaffiliated with Parent. This Agreement may not be amended except by an instrument in writing and is signed, in signed on behalf of each of 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 effectiveparties hereto. (b) No failure Subject to Section 8.2(c), at any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations or delay other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions of the other parties hereto contained herein. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any party in exercising of the parties hereto of a breach of or a default under any rightof the provisions of this Agreement, power nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder hereunder, shall operate be construed 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 rightbreach or default of a similar nature, power or privilegeas a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided shall be are cumulative and not none is exclusive of any other, or of any rights or remedies provided by lawthat any party may otherwise have at law or in equity. (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 provision of this Agreement as to such Person pursuant to Section 7.5(c)(i)the contrary, such Person shall cause its appointed directors to resign in accordance with Section 2.1(d) and such directors without the approval of the Special Committee, the Company 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)amend, and (iii) upon a Transfer of Shares by AOF terminate or QPL which would result in a termination of waive any right under this Agreement pursuant (including any right to Section 7.5(c)(iiterminate or any actual or potential cause of action), 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.