Common use of Amendment; Waiver; Termination Clause in Contracts

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. (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 (i) holders of at least 5075% of the shares of Common Stock (including those acquirable upon exercise of the Warrants) held by the parties to this Agreement at the time of such proposed amendment or modification and, if such amendment or modification affects the duties or rights under this Agreement of the holders of Preferred Stock, holders of at least 75% of the Preferred Stock held by the parties to this Agreement at the time of such proposed amendment or modification or (ii) in the case of any amendment of this Section 7.4, the holders of all shares of Common Stock and all shares of Preferred Stock, in each case, held or acquirable (pursuant to the Warrants) by the parties to this Agreement at the time of such proposed amendment or modification. Notwithstanding the foregoing foregoing, the provisions of Section 2.1 may be amended with the approval of the Board, the DLJ Entities, Summit/DPC, or any other provision of this Agreementin the event Summit/DPC shall have ceased to exist, THL may at any timeSummit, including after completion of a Qualifying Public OfferingChase, 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 effectWindx Xxxx Xxxresentative. (b) In addition, any amendment or modification of any provision of this Agreement that would adversely affect THL any DLJ Entity in a manner that would not also adversely affect a similarly situated Shareholder may be effected only with the consent of THLsuch DLJ Entity. (c) In addition, any amendment or modification of any provision of this Agreement that would adversely affect any (i) Institutional Summit/DPC in a manner that would not also adversely affect a similarly situated Shareholder may be effected only with the consent of such Institutional Shareholders holding at least 66 2/3% Summit/DPC, or in the event Summit/DPC shall have ceased to exist, Summit. (d) In addition, any amendment or modification of the shares any provision of Common Stock held by such Institutional Shareholders or (ii) Management this Agreement that would adversely affect Chase in a manner that would not also adversely affect a similarly situated 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 ShareholdersChase. (de) In addition, any amendment or modification of any provision of this Agreement that would adversely affect any Windx Xxxx Xxxestor in a manner that would not also adversely affect a similarly situated Shareholder may be effected only with the consent of one of the Windx Xxxx Xxxresentatives. Second Amended and Restated Investors' Agreement 34 38 (f) This Agreement shall terminate on the tenth anniversary of the date hereof unless earlier terminatedOctober 5, 2005.

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 Issuer with the 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 Securityholders holding 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 having the right to participate acquire at least a majority of the Fully Diluted Common Stock. Sections 3.1, 3.3, 4.3 and 5.1 herein may not be amended or otherwise modified to adversely affect the Doskocils or any Xxxxxxxx Transferee (as those terms are defined in the purchase DMC Stockholders' Agreement as it may be amended from time to time) without the written consent of the Doskocils or such New Securities in accordance with Section 4.3(a)(iii) as if it continued to be in effectXxxxxxxx Transferee. (b) In additionThis Agreement, other than Article V hereof, shall terminate on the earlier to occur of (i) the closing of an underwritten initial public offering of common stock by the Issuer (or any amendment successor entity) of Company Stock pursuant to a registration statement declared effective under the Act, (ii) the first time at which any equity securities of the Company (or modification any successor entity) have been registered under Section 12(b) or 12(g) of the Exchange Act, (iii) as a result of or at any provision time after any transfer of Issuer (or any successor entity) Common Stock in connection with a sale of the Issuer, whether such sale is effected by merger, consolidation, sale of assets or sale or exchange of stock representing at least fifty percent (50%) of the voting power of the stock of the Issuer (in terms of number of votes for the election of directors), or (iv) unless otherwise consented to by the lenders, the foreclosure of the pledge of Issuer's Common Stock made pursuant to the Credit Agreement dated July 1, 1997 and related loan documents, as amended. A merger effected to reincorporate the Issuer shall not be considered a sale of the Issuer and shall not terminate this Agreement. The provisions of Article V hereof shall terminate on the third anniversary of the termination of the other provisions of this Agreement that would adversely affect THL may be effected only with the consent of THLAgreement. (c) In addition, any amendment amendment, modification or modification termination of any provision provisions of this Agreement that would materially adversely affect any (i) Institutional Shareholder Investor, Xxxxxxx or any other Securityholder 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 Shareholdersparty. (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 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 January 21, 2008 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 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.Management