Common use of Amendments, Waivers and Termination Clause in Contracts

Amendments, Waivers and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 5.2) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company and (b) the Supermajority Holders, provided that the consent of a particular Shareholder shall be required for any amendment or waiver if such amendment or waiver either (A) is directly applicable to the unique rights of such Shareholder set forth in the Agreement or (B) adversely affects the rights of such Shareholder in a manner that is different than the effects on the rights of the other Shareholders holding the same class or series, as the case may be, of shares in the capital of the Company. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and the Shareholders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or permitted assign entered into or approved such amendment, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of shares in the capital of the Company or changes to the names of the parties without the consent of the other parties hereto.

Amendments, Waivers and Termination. This Except as otherwise provided herein, no modification, amendment or waiver of any provision of, or termination of, this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment, waiver or termination is approved in writing by the Company, the Investors that held a majority of the Stockholder Shares then held by the Investors and the Key Holders that held a majority of the Stockholder Shares then held by the Key Holders. Each Stockholder agrees that any modification, amendment, waiver or termination so approved shall be binding on such Stockholder, whether or not such Stockholder executed such modification, amendment, waiver or termination, provided that such modification, amendment, waiver or termination applies to all Stockholders of a class of the Company’s securities in the same fashion (it being agreed that a waiver of the provisions of Section 7 with respect to a particular transaction shall be deemed to apply to all Stockholders in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Stockholders may nonetheless, by agreement with the Company, purchase securities in such transaction, subject to clause (d) below). Notwithstanding the foregoing, (a) neither Section 1(a)(ii)(A) nor Section 1(a)(iii) shall be amended, modified or terminated (other than pursuant to Section 5.2) and waived without the observance prior written consent of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company and Sequoia, (b) neither Section 1(a)(ii)(C) nor Section 1(a)(iii) shall be amended, modified or waived without the Supermajority Holdersprior written consent of Norwest, (c) neither item (iii) of Section 8(a) or item (ii) of Section 8(b) shall be amended, modified or waived without the prior written consent of the holders of at least sixty-six percent (66%) of the Preferred Stock, (d) if, after giving effect to any waiver of Section 7 or any provision pertaining to Section 7 with respect to a particular transaction, any of Sequoia, Norwest, or OrbiMed (each a “Participating Investor”) purchases Securities in such transaction, such waiver of the provisions of Section 7 shall be deemed to apply to each other Participating Investor only if each such Participating Investor has been provided the opportunity to purchase a proportional number of the Securities offered in such transaction based on the pro rata purchase right of each such Participating Investor set forth in Section 7 assuming a transaction size determined based upon the amount purchased by the Participating Investor that invested the largest percentage in such transaction, (e) if an amendment would treat an Investor in a materially disproportionate and adverse manner relative to the other Investors, then the amendment shall also require the consent of a particular Shareholder such Investor so adversely treated, and (f) (i) the consent of the Key Holders shall not be required for any modification, amendment or waiver if such modification, amendment or waiver either does not (A) is directly applicable apply to the unique rights of such Shareholder set forth in the Agreement Key Holders, or (B) adversely affects the rights affect any of such Shareholder in a manner that is different than the effects on the rights of the other Shareholders holding Key Holders hereunder, and (ii) the same class or series, as the case may be, Schedule of shares in the capital Investors and Schedule of the Company. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and the Shareholders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or permitted assign entered into or approved such amendment, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding the foregoing, Schedule A Key Holders hereto may be amended by the Company from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of shares in the capital of the Company or changes to the names of the parties accordance with paragraph 5 without the consent of the other parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Amendments, Waivers and Termination. This Agreement and any term hereof may be amended, modified or terminated (other than pursuant to Section 5.2) and the observance of any term hereof of this Agreement may be waived (either generally or in a particular instance instance, and either retroactively or prospectively) only by a with the written instrument executed by consent of (a) the Company and Company, (b) the Supermajority HoldersKey Holders holding a majority of the shares of Registrable Securities then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants (voting collectively as a single class on an as-converted basis), and (c) the holders of a majority of the Registrable Securities then outstanding (voting collectively as a single class on an as-converted basis) (excluding all Series A Preferred Stock, Series A-2 Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock and Series A-2 Preferred Stock); provided that the consent of a particular Shareholder shall be required for any amendment or waiver if such amendment or waiver either (A) is directly applicable to the unique rights of such Shareholder set forth Company may in the Agreement or (B) adversely affects the rights of such Shareholder in a manner that is different than the effects on the rights of the other Shareholders holding the same class or series, as the case may be, of shares in the capital of the Companyits sole discretion waive compliance with Subsection 2.12. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and Company, the Shareholders Holders, the Key Holders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor assignee or permitted assign other stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction), and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply directly to the Key Holders, provided, however, that this Agreement may not be amended or modified, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification or waiver would have on the rights of the Investors hereunder, without also obtaining the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders (excluding all Series A Preferred Stock, Series A-2 Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock and Series A-2 Preferred Stock). The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition condition, or provision of this Agreement, in any one or more instances, shall be deemed to be, be or construed as, as a further or continuing waiver of any such term, condition condition, or provision. Notwithstanding For purposes of this Subsection 6.6, the foregoing, Schedule A hereto requirement of a written instrument may be amended satisfied in the form of an action by written consent of the Company’s stockholders circulated by the Company from time to time to add information regarding additional Shareholders and executed by the Key Holder or to reflect transfers Investor parties specified, whether or repurchases of shares in the capital of the Company or changes not such action by written consent makes explicit reference to the names terms of the parties without the consent of the other parties heretothis Agreement.

Amendments, Waivers and Termination. This So long as any shares of Senior Preferred exist, any term of this Agreement may be amended, modified or terminated (other than pursuant to Section 5.2) and the observance of any term hereof of this Agreement may be waived (either generally or in a particular instance instance, and either retroactively or prospectively) only by a with the written instrument executed by consent of the Company and the Requisite Holders; provided that any amendment to Subsection 11.10 shall also require the consent of Société Régionale d’Investissement de Wallonie; and provided further that, unless this Agreement is being terminated in its entirety (a) Section 10.2(a) and this clause (a) shall not be amended, waived or terminated without the Company and written consent of the RA Capital Funds, (b) Section 10.2(b) and this clause (b) shall not be amended, waived or terminated without the Supermajority Holderswritten consent of the Boxer Funds, (c) Section 10.2(c) and this clause (c) shall not be amended, waived or terminated without the written consent of the HBM Funds, and (d) Section 10.2(d) and this clause (d) shall not be amended, waived or terminated without the written consent of the MPM Funds; and provided further that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Stockholder without the written consent of such Stockholder, unless such amendment, modification, termination, or waiver applies to all Stockholders in the same fashion (it being agreed that a waiver of the provisions of Subsection 9.1 with respect to a particular Shareholder transaction shall be required for any amendment or waiver deemed to apply to all Stockholders in the same fashion if such amendment or waiver either (A) is directly applicable to does so by its terms, notwithstanding the unique rights of such Shareholder set forth in the Agreement or (B) adversely affects the rights of such Shareholder in a manner fact that is different than the effects on the rights of the other Shareholders holding the same class or seriescertain Stockholders may nonetheless, as the case may be, of shares in the capital of by agreement with the Company. Any , purchase securities in such transaction) and such amendment, modification, termination or waiver so effected shall does not disproportionately impact or effect such Stockholder in any material respect. Notwithstanding the foregoing, Schedule A hereto may be binding upon amended by the Company and the Shareholders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation from time to time to add transferees of any party) Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or permitted assign entered into or approved such amendment, termination or waiverSchedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Stockholder who becomes a party to this Agreement in accordance with Subsection 12.9. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance with this Subsection 12.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition condition, or provision of this Agreement, in any one or more instances, shall be deemed to be, be or construed as, as a further or continuing waiver of any such term, condition condition, or provision. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of shares in the capital of the Company or changes to the names of the parties without the consent of the other parties hereto.

Amendments, Waivers and Termination. This Agreement and any term hereof may be amended, modified or terminated (other than pursuant to Section 5.2) and the observance of any term hereof of this Agreement may be waived (either generally or in a particular instance instance, and either retroactively or prospectively) only by a with the written instrument executed by consent of (a) the Company and Company, (b) the Supermajority HoldersKey Holders holding a majority of the shares of Registrable Securities then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants (voting collectively as a single class on an as-converted basis), and (c) the holders of a majority of the Registrable Securities then outstanding (voting collectively as a single class on an as-converted basis) (excluding all Series A Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock); provided that the consent of a particular Shareholder shall be required for any amendment or waiver if such amendment or waiver either (A) is directly applicable to the unique rights of such Shareholder set forth Company may in the Agreement or (B) adversely affects the rights of such Shareholder in a manner that is different than the effects on the rights of the other Shareholders holding the same class or series, as the case may be, of shares in the capital of the Companyits sole discretion waive compliance with Subsection 2.12. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and Company, the Shareholders Holders, the Key Holders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor assignee or permitted assign other stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction), and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply directly to the Key Holders, provided, however, that this Agreement may not be amended or modified, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification or waiver would have on the rights of the Investors hereunder, without also obtaining the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders (excluding all Series A Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock). The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition condition, or provision of this Agreement, in any one or more instances, shall be deemed to be, be or construed as, as a further or continuing waiver of any such term, condition condition, or provision. Notwithstanding For purposes of this Subsection 6.6, the foregoing, Schedule A hereto requirement of a written instrument may be amended satisfied in the form of an action by written consent of the Company’s stockholders circulated by the Company from time to time to add information regarding additional Shareholders and executed by the Key Holder or to reflect transfers Investor parties specified, whether or repurchases of shares in the capital of the Company or changes not such action by written consent makes explicit reference to the names terms of the parties without the consent of the other parties heretothis Agreement.

Amendments, Waivers and Termination. This Agreement may not be terminated without the express written consent of each of the Preferred Shareholders; provided, however, that this Agreement will automatically terminate and be of no further force or effect upon a Sale of the Company (as defined in the Voting Agreement). This Agreement may be amended, amended or modified or terminated (other than pursuant to Section 5.27.2) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company Company, and (b) the Supermajority Holders, Preferred Supermajority; provided that this Agreement may not be amended and the consent observance of any term of this Agreement may not be waived with respect to a particular Shareholder shall be required for any amendment or waiver if without the written consent of such Shareholder unless such amendment or waiver either (A) is directly applicable applies to the unique rights all Shareholders of such Shareholder set forth class of Shares, as applicable, in the Agreement or (B) adversely affects same fashion; and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the rights consent of such Shareholder in a manner that is different than the effects on the rights of the any other Shareholders holding the same class or series, as the case may be, of shares in the capital of the Companyparty. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and the Shareholders Investors and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or permitted assign entered into or approved such amendment, termination or waiver. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of Shares or changes to the names or addresses of the parties without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of shares in the capital of the Company or changes to the names of the parties without the consent of the other parties hereto.

Amendments, Waivers and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 5.26.2) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company and (b) the Supermajority HoldersPre-Seed Preferred Majority, provided that the consent of a particular Shareholder any Investor shall be required for any amendment or waiver if such amendment or waiver either (Ai) is directly applicable to the unique rights of such Shareholder Investor set forth in the Agreement or (Bii) adversely affects the rights of such Shareholder Investor in a manner that is different than the effects effect on the rights of the other Shareholders holding Investors. Notwithstanding the same class foregoing, Section 4.1(d) shall not be amended or series, as waived without the case may be, of shares in the capital written consent of the CompanyMajor Investors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and the Shareholders Investors and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or permitted assign entered into or approved such amendment, termination or waiver. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of shares in the capital of the Company or changes to the names of the parties without the consent of the other parties hereto.

Amendments, Waivers and Termination. This Agreement and any term hereof may be amended, modified or terminated (other than pursuant to Section 5.2) and the observance of any term hereof of this Agreement may be waived (either generally or in a particular instance instance, and either retroactively or prospectively) only by a with the written instrument executed by consent of (a) the Company and Company, (b) the Supermajority HoldersKey Holders holding a majority of the shares of Registrable Securities then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants (voting collectively as a single class on an as-converted basis), and (c) the holders of a majority of the Registrable Securities then outstanding (voting collectively as a single class on an as-converted basis) (excluding all Non-Voting Preferred Stock, and any Common Stock issued or issuable upon conversion of Non-Voting Preferred Stock); provided that the consent of a particular Shareholder shall be required for any amendment or waiver if such amendment or waiver either (A) is directly applicable to the unique rights of such Shareholder set forth Company may in the Agreement or (B) adversely affects the rights of such Shareholder in a manner that is different than the effects on the rights of the other Shareholders holding the same class or series, as the case may be, of shares in the capital of the Companyits sole discretion waive compliance with Subsection 2.12. Any amendment, modification, termination or waiver so effected shall be binding upon the Company and Company, the Shareholders Holders, the Key Holders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, heir, attorney, guardian, estate trustee, executor, trustee, successor assignee or permitted assign other stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction), and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply directly to the Key Holders, provided, however, that this Agreement may not be amended or modified, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification or waiver would have on the rights of the Investors hereunder, without also obtaining the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders (excluding all Non-Voting Preferred Stock, and any Common Stock issued or issuable upon conversion of Non-Voting Preferred Stock). The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition condition, or provision of this Agreement, in any one or more instances, shall be deemed to be, be or construed as, as a further or continuing waiver of any such term, condition condition, or provision. Notwithstanding For purposes of this Subsection 6.6, the foregoing, Schedule A hereto requirement of a written instrument may be amended satisfied in the form of an action by written consent of the Company’s stockholders circulated by the Company from time to time to add information regarding additional Shareholders and executed by the Key Holder or to reflect transfers Investor parties specified, whether or repurchases of shares in the capital of the Company or changes not such action by written consent makes explicit reference to the names terms of the parties without the consent of the other parties heretothis Agreement.