Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 106 contracts
Samples: Exchange Agreement, Purchase Agreement (PLx Pharma Inc.), Securities Purchase Agreement (H/Cell Energy Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 100 contracts
Samples: Purchase Agreement (Sphere 3D Corp), Note Purchase Agreement (Renavotio, Inc.), Securities Purchase Agreement (Success Entertainment Group International Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 69 contracts
Samples: Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Salmedix Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 47 contracts
Samples: Securities Purchase Agreement (Madrigal Pharmaceuticals, Inc.), Purchase Agreement (SharpSpring, Inc.), Securities Purchase Agreement (Madrigal Pharmaceuticals, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 20 contracts
Samples: Purchase Agreement (Adept Technology Inc), Purchase Agreement (Tarantella Inc), Purchase Agreement (Tarantella Inc)
Amendments and Waivers. Any term The provisions of this Agreement may be amended and the observance of or waived at any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), time only with by the written consent agreement of the Company and the InvestorsHolders of a Majority of the Registrable Securities. Any waiver, permit, consent or approval of any kind or character on the part of any such Holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any Registrable Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 18 contracts
Samples: Registration Rights Agreement (NextDecade Corp.), Registration Rights Agreement (NextDecade Corp.), Registration Rights Agreement (NextDecade Corp.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment, modification or waiver is in writing and only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph section shall be binding upon each holder of any Securities purchased acquired under this Agreement at the time outstandingoutstanding (including securities into which such Securities are convertible), each future holder of all such Securities, and the Company.
Appears in 18 contracts
Samples: Follow on Securities Purchase Agreement (Birner Dental Management Services Inc), Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 17 contracts
Samples: Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsQuercus. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, and each future holder of all such Securities, securities and the Company.
Appears in 16 contracts
Samples: Stock Purchase Agreement (Entech Solar, Inc.), Stock Purchase Agreement (Entech Solar, Inc.), Stock Purchase Agreement (Entech Solar, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsHolders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall will be binding upon each holder Holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder Holder of all such Registrable Securities, and the Company.
Appears in 13 contracts
Samples: Registration Rights Agreement (Daou Systems Inc), Registration Rights Agreement (Daou Systems Inc), Restricted Stock Purchase Agreement (Daou Systems Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Securities. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 13 contracts
Samples: Common Stock and Warrant Purchase Agreement (Cavitation Technologies, Inc.), Common Stock and Warrant Purchase Agreement (Cavitation Technologies, Inc.), Common Stock and Warrant Purchase Agreement (Cavitation Technologies, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorswaiving party. Any amendment or waiver effected affected in accordance with this paragraph shall be binding upon each holder of any Securities Common Stock purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesCommon Stock, and the Company.
Appears in 12 contracts
Samples: Common Stock Purchase Agreement (Network Cn Inc), Common Stock Purchase Agreement (Network Cn Inc), Common Stock Purchase Agreement (Network Cn Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 12 contracts
Samples: Investors’ Rights Agreement (Obagi Medical Products, Inc.), Investors’ Rights Agreement (Obagi Medical Products, Inc.), Investors’ Rights Agreement (Xcel Pharmaceuticals Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 12 contracts
Samples: Subscription Agreement (General Steel Holdings Inc), Collaboration Agreement (Theravance Inc), Collaboration Agreement (Theravance Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of the Common Stock. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 12 contracts
Samples: Common Stock Purchase Agreement (Ilustrato Pictures International Inc.), Common Stock Purchase Agreement (Ilustrato Pictures International Inc.), Common Stock Purchase Agreement (Samsara Luggage, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be or waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 11 contracts
Samples: Registration Rights Agreement (Cell Therapeutics Inc), Investors' Rights Agreement (Ensign Group, Inc), Investors’ Rights Agreement (Southwest Water Co)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph section shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 11 contracts
Samples: Registration Rights Agreement (Equity One, Inc.), Registration Rights Agreement (Equity One, Inc.), Registration Rights Agreement (Equity One, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any Purchaser; provided, however, that any such amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 10 contracts
Samples: Purchase Agreement (Biogentech Corp), Purchase Agreement (Sonic Foundry Inc), Purchase Agreement (Zix Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsHolders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder Holder of all such Registrable Securities, and the Company.
Appears in 9 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)
Amendments and Waivers. Any term of this Agreement may be amended amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 9 contracts
Samples: Registration Rights Agreement (Greenlight Capital LLC), Registration Rights Agreement (New World Coffee Manhattan Bagel Inc), Registration Rights Agreement (Westower Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Shares purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesShares, and the Company.
Appears in 9 contracts
Samples: Purchase Agreement (Aehr Test Systems), Purchase Agreement (hopTo Inc.), Purchase Agreement (Tobira Therapeutics, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Shares purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesShares, and the Company.
Appears in 8 contracts
Samples: Purchase Agreement (OptimizeRx Corp), Purchase Agreement (Vapor Corp.), Purchase Agreement (Pegasi Energy Resources Corporation.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Shares issued and outstanding. Any amendment or waiver effected made in accordance with this paragraph shall be binding upon each holder of any Securities Shares purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Accuimage Diagnostics Corp), Stock Purchase Agreement (Accuimage Diagnostics Corp), Stock Purchase Agreement (Accuimage Diagnostics Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Shares purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesShares, and the Company.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Spire Global, Inc.), Stock Purchase and Settlement Agreement, Purchase Agreement (H/Cell Energy Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors representing at least one-half of the Investorsshares issued in this transaction. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Precision Optics Corporation, Inc.), Securities Purchase Agreement (Precision Optics Corporation, Inc.), Securities Purchase Agreement (Precision Optics Corporation, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, Holder and the Companyits successors and permitted assigns.
Appears in 7 contracts
Samples: Registration Rights Agreement (Wynnefield Partners Small Cap Value Lp), Registration Rights Agreement (DLH Holdings Corp.), Registration Rights Agreement (DLH Holdings Corp.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectivelyprospectively but only if so expressly stated), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 7 contracts
Samples: Registration Rights Agreement (Santarus Inc), Stock Issuance Agreement (Santarus Inc), Option and Wholesale Purchase Agreement (Ligand Pharmaceuticals Inc)
Amendments and Waivers. Any term of this Agreement may be amended amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 7 contracts
Samples: Exchange Agreement (Apartment Investment & Management Co), Exchange Agreement (Apartment Investment & Management Co), Exchange Agreement (Prentiss Properties Trust/Md)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsparties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 6 contracts
Samples: Series a Preferred Share Purchase Agreement, Share Restriction Agreement (Phoenix Tree Holdings LTD), Share Purchase Agreement (Visionchina Media Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Company, the Investorsholders of at least a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Securities, Registrable Securities and the Company.
Appears in 6 contracts
Samples: Registration Rights Agreement (Salton Inc), Registration Rights Agreement (Salton Inc), Registration Rights Agreement (Genius Products Inc)
Amendments and Waivers. Any term of this Agreement may be ---------------------- amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 6 contracts
Samples: Investors' Rights Agreement (Hall Kinion & Associates Inc), Investors' Rights Agreement (Computer Access Technology Corp), License and Supply Agreement (Advanced Tissue Sciences Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Securities, Registrable Securities and the Company.
Appears in 6 contracts
Samples: Registration Rights Agreement (Miscor Group, Ltd.), Subordinated Convertible Debenture Purchase Agreement (Miscor Group, Ltd.), Stock Purchase Agreement (Miscor Group, Ltd.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestors holding more than two-thirds of the Registrable Securities then outstanding. Any amendment or waiver effected effective in accordance with this paragraph Section 6.1 shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingInvestor, each future holder of all such Securitieshis, her or its heirs, representatives or permitted assigns, and the CompanyCompany and its heirs, representatives and permitted assigns.
Appears in 6 contracts
Samples: Common Stock and Warrant Purchase Agreement (KFX Inc), Common Stock and Warrant Purchase Agreement (KFX Inc), Investors' Rights Agreement (Westcliff Capital Management LLC/Ca)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Infospace Inc), Purchase Agreement (Insci Statements Com Corp), Purchase Agreement (Medical Dynamics Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsParties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 6 contracts
Samples: Series a Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Series a Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Series a Preferred Share Purchase Agreement (JinkoSolar Holding Co., Ltd.)
Amendments and Waivers. Any term of this Agreement may be amended amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsparty to be charged. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, securities and the Company.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Idenix Pharmaceuticals Inc), Stock Purchase Agreement (Idenix Pharmaceuticals Inc), Stock Purchase Agreement (Idenix Pharmaceuticals Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 5 contracts
Samples: Purchase Agreement (Tarantella Inc), Purchase Agreement (Alpnet Inc), Purchase Agreement (Visionics Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsparties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities have been converted), each future holder of all such Securitiessecurities, and the CompanyPurchaser.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Quadramed Corp), Stock Purchase Agreement (Jelinek Richard C/), Stock Purchase Agreement (Quadramed Corp)
Amendments and Waivers. Any term The provisions of this Agreement may be amended and the observance of or waived at any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), time only with by the written consent agreement of the Company and the InvestorsHolders of a majority of the Registrable Securities. Any waiver, permit, consent or approval of any kind or character on the part of any such Holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any Registrable Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 5 contracts
Samples: Registration Rights Agreement (Retail Opportunity Investments Partnership, LP), Registration Rights Agreement (Retail Opportunity Investments Partnership, LP), Registration Rights Agreement (Retail Opportunity Investments Partnership, LP)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and 75% in interest of the Investors. Any Purchasers, provided, however, that any such amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 5 contracts
Samples: Purchase Agreement (Nexmed Inc), Purchase Agreement (Nexmed Inc), Purchase Agreement (Nexmed Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be or waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsDebt Holder. Any amendment or waiver effected in accordance with this paragraph Section 7.9 shall be binding upon the Debt Holder and each holder transferee of any Securities purchased under this Agreement at the time outstandingCommon Stock, each future holder of all such Securitiessecurities, and the Company.
Appears in 5 contracts
Samples: Debt Conversion Agreement, Debt Conversion Agreement (Prides Capital Partners, LLC), Debt Conversion Agreement (Prides Capital Partners, LLC)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Securities. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Securities purchased securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Worthington Energy, Inc.), Common Stock and Warrant Purchase Agreement (Worthington Energy, Inc.), Common Stock and Warrant Purchase Agreement (Worthington Energy, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsparties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each the holder of any Securities purchased under this Agreement at of the time outstandingShares, each future holder of all any of such SecuritiesShares, and the Company.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement, Common Stock Purchase Agreement, Common Stock Purchase Agreement
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestors representing a majority of the Preferred Shares issued pursuant to this Agreement. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 5 contracts
Samples: Purchase Agreement (Sphere 3D Corp.), Purchase Agreement (Sphere 3D Corp.), Purchase Agreement (Sphere 3D Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be amended, terminated or waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company and the Investorsholders of a majority of the Common Shares. Any amendment or waiver effected in accordance with this paragraph shall Section 4.7 will be binding upon each holder of any Securities purchased under this Agreement at the time outstandingCompany, the Shareholders and each future holder of all such any Securities, and the Company.
Appears in 5 contracts
Samples: Shareholders’ Agreement (Tuscan Gardens Senior Living Communities, Inc.), Shareholders’ Agreement (Tuscan Gardens Senior Living Communities, Inc.), Shareholders’ Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph Paragraph shall be binding upon each holder of any Securities Note purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesNote, and the Company.
Appears in 5 contracts
Samples: Securities Offering Agreement (Arkanova Energy Corp.), Securities Offering Agreement (Arkanova Energy Corp.), Securities Offering Agreement (Arkanova Energy Corp.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsparties. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingInvestor, its successors or assigns, and each future holder of all such Securities, securities and the Company. A waiver by any party hereto of a default in the performance of this Agreement shall not operate as a waiver of any future or other default, whether of a like or different kind.
Appears in 4 contracts
Samples: Stock Subscription Agreement (Western Resources Inc /Ks), Stock Subscription Agreement (Onsite Energy Corp), Registration Rights Agreement (Onsite Energy Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be or waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company Company, and (ii) the InvestorsMajority Holders. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Stockholder of any Registrable Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, then outstanding and the Companyits permitted successors and assigns.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Patrick Industries Inc), Registration Rights Agreement (Patrick Industries Inc), Registration Rights Agreement (Tontine Capital Partners L P)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorseach Holder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingHolders, each future holder of all such Securities, the Warrants and the Company.
Appears in 4 contracts
Samples: Warrant Agreement (Global Telesystems Group Inc), Warrant Agreement (Global Telesystems Group Inc), Warrant Agreement (Global Telesystems Group Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be or waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsDebt Holder. Any amendment or waiver effected affected in accordance with this paragraph Section 6.09 shall be binding upon the Debt Holder and each holder transferee of any Securities purchased under this Agreement at the time outstandingCommon Stock, each future holder of all such Securitiessecurities, and the Company.
Appears in 4 contracts
Samples: Debt Conversion Agreement (Isecuretrac Corp), Debt Conversion Agreement (Isecuretrac Corp), Debt Conversion Agreement (Isecuretrac Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company Company, the Investor and the InvestorsGSK. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Theravance Inc), Common Stock Purchase Agreement (Theravance Inc), Common Stock Purchase Agreement (Theravance Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsHolders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder Holder of all such Securities, Registrable Securities and the Company.
Appears in 4 contracts
Samples: Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Note purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesNote, and the Company.
Appears in 4 contracts
Samples: Purchase Agreement (BitNile Holdings, Inc.), Purchase Agreement (BitNile Holdings, Inc.), Purchase Agreement (BitNile Holdings, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsKing. Any amendment or waiver effected in accordance with this paragraph Section 8.9 shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 4 contracts
Samples: Note Purchase Agreement (Novavax Inc), Note Purchase Agreement (Novavax Inc), Note Purchase Agreement (Novavax Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Rezolute, Inc.), Securities Purchase Agreement (Molecular Templates, Inc.), Securities Purchase Agreement (Threshold Pharmaceuticals Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company Company, and the InvestorsHolders as long as the Holders hold Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, then outstanding and the Company.
Appears in 4 contracts
Samples: Registration Rights Agreement (Seacoast Banking Corp of Florida), Investment Agreement (Seacoast Banking Corp of Florida), Registration Rights Agreement (Seacoast Banking Corp of Florida)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company SangStat and the InvestorsXxxxxx. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securities, securities and the CompanySangStat.
Appears in 4 contracts
Samples: Call Option Agreement (Sangstat Medical Corp), Call Option Agreement (Abbott Laboratories), Right of First Refusal Agreement (Sangstat Medical Corp)
Amendments and Waivers. Any term of this Agreement may be amended and ---------------------- the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsQuercus. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, and each future holder of all such Securities, securities and the Company.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Entech Solar, Inc.), Stock Purchase Agreement (Entech Solar, Inc.), Stock Purchase Agreement (Entech Solar, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any such term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company and a majority in interest of the Investorsholders of the Registrable Securities. Any Each Holder shall be bound by any amendment or waiver effected in accordance with authorized by this paragraph Section 3.4, whether or not such Holder shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Companyhave consented thereto.
Appears in 4 contracts
Samples: Registration Rights Agreement (Multimedia Games Inc), Registration Rights Agreement (Multimedia Games Inc), Registration Rights Agreement (Multimedia Games Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with by the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each the holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each any future holder of all such Securitiessecurities, and the Company.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Microfield Graphics Inc /Or), Common Stock Purchase Agreement (Steelcase Inc), Common Stock Purchase Agreement (Steelcase Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsHolders of a majority of the Registrable Securities, voting as a class. Any amendment or waiver effected in accordance with this paragraph shall will be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securities, securities and the Company.
Appears in 4 contracts
Samples: Registration Rights Agreement (Solomon Technologies Inc), Registration Rights Agreement (Solomon Technologies Inc), Exchange Agreement (Aden Enterprises Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Investor and the securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities have been converted), each future holder of all such Securities, securities and the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Computer Motion Inc), Stock Purchase Agreement (Computer Motion Inc), Stock Purchase Agreement (Computer Motion Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible or exchanged), each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Geron Corporation), Common Stock Purchase Agreement (Geron Corporation), Common Stock Purchase Agreement (Geron Corporation)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be or waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph Section 7(g) shall be binding upon the Investor, each holder transferee of any Securities purchased under this Agreement at the time outstandingSecurities, and each future holder of all such Securities, and the Companyregardless of whether he, she or it has given its written consent.
Appears in 3 contracts
Samples: Convertible Secured Note and Warrant Purchase Agreement (Rockdale Resources Corp), Convertible Note and Warrant Purchase Agreement (Rockdale Resources Corp), Convertible Secured Note and Warrant Purchase Agreement (Rockdale Resources Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Shares purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Purchase Agreement (World Heart Corp), Purchase Agreement (Regeneration Technologies Inc), Purchase Agreement (On Technology Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Debentures purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesDebentures, and the Company.
Appears in 3 contracts
Samples: Purchase Agreement (Gulf United Energy, Inc.), Purchase Agreement (Gulf United Energy, Inc.), Purchase Agreement (Gulf United Energy, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company Company, and the InvestorsHolders as long as the Holders hold Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any Registrable Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, then outstanding and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Palmetto Bancshares Inc), Registration Rights Agreement (Intervest Bancshares Corp), Registration Rights Agreement (Jacksonville Bancorp Inc /Fl/)
Amendments and Waivers. Any Except as otherwise provided herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of at least 51% of the outstanding principal amount due under the Notes. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Security Purchase Agreement (Bioxytran, Inc), Note Purchase Agreement (bioAffinity Technologies, Inc.), Note Purchase Agreement (Bioxytran, Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsSubscriber. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities Shares purchased under this Agreement similar agreements at the time outstanding, each future holder of all such SecuritiesShares, and the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Intersections Inc), Subscription Agreement (Intersections Inc), Subscription Agreement (Intersections Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph Section 9.6 shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 3 contracts
Samples: Purchase Agreement (Green Ballast, Inc.), Purchase Agreement (Green Ballast, Inc.), Purchase Agreement (Green Ballast, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsStockholders. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Cryoport, Inc.), Registration Rights Agreement (Cryoport, Inc.), Registration Rights Agreement (Cryoport, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph Paragraph shall be binding upon each holder of any Securities Notes purchased under this Agreement at the time outstanding, each future holder of all such SecuritiesNotes, and the Company.;
Appears in 3 contracts
Samples: Securities Purchase Agreement (Blue Water Petroleum Corp.), Securities Offering Agreement (Arkanova Energy Corp), Securities Offering Agreement (Arkanova Energy Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of at least seventy percent (70%) of the outstanding shares of the Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingInvestor and Holder, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Rentech Inc /Co/), Registration Rights Agreement (Rentech Inc /Co/), Registration Rights Agreement (Rentech Inc /Co/)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company and the InvestorsHolders of a majority of the outstanding Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at party to the time outstandingAgreement, whether or not such party has signed such amendment or waiver, each future holder of all such Registrable Securities, and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Forward Industries Inc), Registration Rights Agreement (Metro One Telecommunications Inc), Registration Rights Agreement (Vixel Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of at least a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Securities, Registrable Securities and the Company.
Appears in 3 contracts
Samples: Investor Rights Agreement (Midamerican Energy Holdings Co /New/), Investor Rights Agreement (Constellation Energy Group Inc), Participating Preferred Stock Purchase Agreement (Reliant Energy Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Securities purchased under this Agreement Purchased Shares at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Investment Agreement (Lynx Ventures Lp), Stock Purchase Agreement (Excite Inc), Stock Purchase Agreement (Excite Inc)
Amendments and Waivers. Any Except as otherwise specified in this Agreement, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such Securities are convertible), each future holder of all such Securities, and the Company.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Immune Response Corp), Unit Purchase Agreement (Immune Response Corp), Unit Purchase Agreement (Kimberlin Kevin)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsHolders of two-thirds of the Registrable Securities then outstanding. Any amendment or waiver so effected in accordance with this paragraph shall will be binding upon each holder of any Securities purchased under this Agreement at the time outstandingCompany, the Holders, each future holder Permitted Transferee and all of all their respective successors and assigns whether or not such Securitiesparty, and the Companysuccessor or assignee entered into or approved such amendment or waiver.
Appears in 3 contracts
Samples: Registration Rights Agreement (Vsource Inc), Registration Rights Agreement (Vsource Inc), Registration Rights Agreement (Mercantile Equity Partners Iii L P)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, any securities into or for which such Securities are convertible or exchangeable, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp), Series C Preferred Stock Purchase Agreement (Usdata Corp), Series C Preferred Stock Purchase Agreement (Usdata Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Common Stock. Any amendment or waiver effected in accordance with this paragraph shall will be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingtime, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (World Wide Wireless Communications Inc), Stock Purchase Agreement (World Wide Wireless Communications Inc), Stock Purchase Agreement (World Wide Wireless Communications Inc)
Amendments and Waivers. Any term of this Agreement may be ---------------------- amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsHolders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon on each holder Holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 3 contracts
Samples: Investors' Rights Agreement (Dovebid Inc), Investors' Rights Agreement (Dovebid Inc), Investors' Rights Agreement (Dovebid Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsStockholder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingStockholder, each future holder person who becomes a transferee or assignee of all the Stockholder after such Securitiesamendment or waiver, and the Company.
Appears in 3 contracts
Samples: Stockholders Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/), Registration and Stockholder Rights Agreement (Ixys Corp /De/)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company and the Investors. Any amendment or waiver so effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities have been converted), each future holder of all such Securities, securities and the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Liqtech International Inc), Note and Warrant Purchase Agreement (Liqtech International Inc), Note and Warrant Purchase Agreement (Identiv, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Shares purchased hereunder. Any amendment or waiver effected in accordance with this paragraph section shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Marketo, Inc.), Common Stock Purchase Agreement (Odyssey Marine Exploration Inc), Common Stock Purchase Agreement (Odyssey Marine Exploration Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Securities purchased under this Agreement Common Stock at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (JMP Group Inc.), Stock Purchase Agreement (JMP Group Inc.), Stock Purchase Agreement (New York Mortgage Trust Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this the Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and by Investors holding at least a majority of the InvestorsRegistrable Securities. Any amendment or waiver effected in accordance with this paragraph shall Section 8(h) will be binding upon each holder of any Securities purchased under this Agreement at the time outstandingCompany, each future holder of all such SecuritiesInvestor, and the Companytheir permitted transferees and assignees.
Appears in 3 contracts
Samples: Purchase Agreement (Vanguard Airlines Inc \De\), Unit Purchase Agreement (Vanguard Airlines Inc \De\), Purchase Agreement (Vangard Acquisition Co)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor as long as Investor holds Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, Investor and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Coldwater Creek Inc), Registration Rights Agreement (Pacific Sunwear of California Inc), Registration Rights Agreement (Pacific Sunwear of California Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of the Company and the InvestorsRequired Holders. Any amendment or waiver effected in accordance with this paragraph Section 10 shall be binding upon each holder of any Investor Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the CompanyCompany and each of its Subsidiaries.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Physician Health Corp), Securities Purchase Agreement (Digital Commerce Corp), Securities Purchase Agreement (O Ray Holdings Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall will be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Mortgage Com Inc), Registration Rights Agreement (Mortgage Com Inc), Registration Rights Agreement (Mortgage Com Inc)
Amendments and Waivers. Any term of this Agreement may be ---------------------- amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstandingoutstanding (including securities into which such securities are convertible), each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Applied Imaging Corp), Stock Purchase Agreement (Applied Imaging Corp), Stock and Warrant Purchase Agreement (Applied Imaging Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company Company, Abiomed and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Abiomed and each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 3 contracts
Samples: Recapitalization Agreement (World Heart Corp), Recapitalization Agreement (New Leaf Ventures II, L.P.), Recapitalization Agreement (Abiomed Inc)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of Holder, any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, Registrable Securities and the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Intrabiotics Pharmaceuticals Inc /De), Release Agreement (Intrabiotics Pharmaceuticals Inc /De), Release Agreement (Diversa Corp)
Amendments and Waivers. Any term of this Agreement may be amended ---------------------- and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 3 contracts
Samples: Purchase Agreement (Amerigon Inc), Purchase Agreement (Amerigon Inc), Stock Purchase Agreement (Applied Imaging Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company and (ii) Holders of at least 50% of the Investorsoutstanding Warrants. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstandingHolder, each future holder Holder of all such Securitiesthe Warrants, and the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Corecomm LTD /De/), Warrant Agreement (Corecomm LTD /De/)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsInvestors representing a majority of the Shares issued pursuant to this Agreement. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.
Appears in 2 contracts
Samples: Purchase Agreement (Sphere 3D Corp), Purchase Agreement (Sphere 3D Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and holders of 75% of the Investors. Any Preferred Shares, provided, however, that any such amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securitiessecurities, and the Company.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Harken Energy Corp), Preferred Stock Purchase Agreement (Harken Energy Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be or waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at party to the time outstandingAgreement, whether or not such party has signed such amendment or waiver, each future holder of all such Registrable Securities, and the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Bakbone Software Inc), Patent License Agreement (Intermagnetics General Corp)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsJEMZ. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities securities purchased under this Agreement at the time outstanding, and each future holder of all such Securities, securities and the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Entech Solar, Inc.), Stock Purchase Agreement (Entech Solar, Inc.)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company Connetics and the Investorsholders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities purchased under this Agreement at the time then outstanding, each future holder of all such Registrable Securities, and the CompanyConnetics.
Appears in 2 contracts
Samples: Registration Rights Agreement (Connetics Corp), Registration Rights Agreement (Connetics Corp)
Amendments and Waivers. Any term of this Agreement or any of the other Transaction Documents may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the InvestorsMajority Noteholders. Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, outstanding and each future holder of all such Securities, Securities and the Company.
Appears in 2 contracts
Samples: Convertible Promissory Note and Warrant Purchase Agreement (Digitiliti Inc), Convertible Promissory Note and Warrant Purchase Agreement (Digitiliti Inc)
