Common use of Amendments and Waivers; Assignment Clause in Contracts

Amendments and Waivers; Assignment. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Management Director and FountainVest Directors or, in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that Schedule 3 to this Agreement shall be deemed amended from time to time to reflect the admission of a new Shareholder, the withdrawal or resignation of a Shareholder and the adjustment of the Shares resulting from any Sale or other disposition of Shares, that is made in accordance with the provisions hereof. (a) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall 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. (b) The rights of each Shareholder hereunder shall be assignable hereby to any Person in connection with a Sale of Shares to such Person permitted under and in accordance with Article V. Except as provided in the preceding sentence, this Agreement and the rights and obligations of any party hereunder shall not otherwise be assigned without the mutual written consent of the other parties.

Amendments and Waivers; Assignment. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Management Director and FountainVest Directors orall parties hereto, or in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that Schedule 3 2.01 to this Agreement shall be deemed amended from time to time to reflect the admission of a new ShareholderMember, the withdrawal or resignation of a Shareholder Member and the adjustment of the Shares Membership Units resulting from any Sale Transfer or other disposition of Sharesa Membership Unit, in each case that is made in accordance with the provisions hereof. (ab) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no nor shall any single or partial exercise thereof shall 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 lawapplicable Law. (bc) The rights of each Shareholder hereunder shall be assignable hereby to any Person in connection with a Sale of Shares to such Person permitted under and in accordance with Article V. Except as provided in the preceding sentence, this Agreement and the respective rights and obligations of any party hereunder shall the Members under this Agreement may not otherwise be assigned without the mutual prior written consent of the other partiesMembers. The consent of the other Members shall not be unreasonably withheld. In case of an assignment to a Controlled company, Controlling company or company under common Control, such consent shall not be withheld in any circumstance if the assigning party remains liable for the obligations of the assignee under this Agreement or guarantees the fulfillment of such obligations, as provided for in Section 10.02(b), except in the case in which Cosan US requests assignment to a joint venture company formed by Cosan US or any Affiliate thereof and Shell International Petroleum Company Limited or any Affiliate thereof, in which case the consent of Amyris may be withheld in its sole and absolute discretion.

Amendments and Waivers; Assignment. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Management Director and FountainVest Directors orall parties hereto, or in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that Schedule 3 4.01(b) to this Agreement shall be deemed amended from time to time to reflect the admission of a new Shareholder, the withdrawal or resignation pursuant to Section 8.06 of a Shareholder and the adjustment of the Shares resulting from any Sale or other disposition of Sharesa Share, in each case that is made in accordance with the provisions hereof. (ab) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no nor shall any single or partial exercise thereof shall 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 lawLaw. (bc) The rights of each Shareholder hereunder shall be assignable hereby to any Person in connection with a Sale of Shares to such Person permitted under and in accordance with Article V. Except as provided in the preceding sentence, this This Agreement and the rights and obligations of any party Shareholder hereunder shall not otherwise (other than the Transfer Right and the right to exercise the Put Option under Sections 5.02 and 8.01 respectively) (including, without limitation, the rights of the Other Shareholders under Sections 6.02, 6.03, 6.05, 6.07, 6.12, 7.01, 8.02, 8.03, 8.04, 8.07, and 9.01 hereof) may be assigned without in connection with any Sale of Shares complying with the mutual written consent requirements of the other partiesSection 8.

Amendments and Waivers; Assignment. (a) Any Except as set forth in Section 7.21, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by United, NewCo and Kingsland (acting on behalf of the Management Director United Group, NewCo Group and FountainVest Directors Kingsland Group, respectively, pursuant to Section 6.01(b), Section 6.01(c) and Section 6.01(d), as the case may be) and the Company or, in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that Schedule 3 to this Agreement shall be deemed amended from time to time to reflect the admission of a new Shareholder, the withdrawal or resignation of a Shareholder and the adjustment of the Shares resulting from any Sale or other disposition of Shares, that is made in accordance with the provisions hereof. (ab) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall 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 lawLaw. (bc) The rights of each Shareholder hereunder shall be assignable hereby to any Person in connection with a Sale of Shares to such Person permitted under and in accordance with Article V. Except as provided set forth in Section 6.01 and the preceding sentenceassignment of rights by Kingsland to United or a United Designee, this Agreement Agreement, and the rights and or obligations of any party hereunder hereunder, shall not otherwise be directly or indirectly assigned without the mutual express written consent of United and NewCo, as applicable (which consent may be granted or withheld in the other partiessole discretion of any party); provided, however, United may, at any time and from time to time, and in its sole discretion, assign, Transfer or convey all or any part of its rights under this Agreement (but not, except as otherwise permitted in this Agreement, its obligations) to a United Designee; provided, however, United may not assign, Transfer or convey any of its rights under this Agreement to a Non-Permitted Holder, provided that no Event of Default has occurred and is continuing. United will provide prior written notice to the Parties no later than 15 Business Days upon any such assignment, Transfer or conveyance.

Amendments and Waivers; Assignment. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Management Director and FountainVest Directors orall parties hereto, or in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that Schedule 3 2.01 to this Agreement shall be deemed amended from time to time to reflect the admission of a new ShareholderMember, the withdrawal or resignation of a Shareholder Member and the adjustment of the Shares Membership Units resulting from any Sale sale, Transfer or other disposition of Sharesa Membership Unit, in each case that is made in accordance with the provisions hereofthereof. (ab) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no nor shall any single or partial exercise thereof shall 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. (bc) The rights of each Shareholder hereunder shall be assignable hereby to any Person in connection with a Sale of Shares to such Person permitted under and in accordance with Article V. Except as provided in the preceding sentenceArticle X hereof, this Agreement and the rights and obligations of any party hereunder shall not otherwise be assigned without by the mutual written consent Members and no such assignment shall relieve the assigning party of the other partiesits obligations hereunder if such assignee does not perform such obligations.