APPROVAL OF AMENDMENTS AND WAIVERS. This Agreement and the other Loan Documents may be amended, and provisions thereof waived, only upon the written agreement of Borrowers and Collateral Agent (except that the agreement of Borrowers shall not be required as to Article 10Article 10, except for Section 10.13(b)); provided, however, that no such agreement shall (i) increase the commitment of a Lender to extend any credit to any Borrower, without the written consent of such Lender, (ii) reduce the principal amount of any of the Term Loans or reduce the rate of interest thereon, or reduce fees payable thereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any of the Term Loans, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender adversely affected thereby, (iv) change Section 2.11, any provision of Article 10Article 10, or this Section 11.15(b), without the written consent of all Lenders.
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of (i) the Company and (ii) the holders of at least two-thirds (2/3) of the shares which are then Registrable Securities. Any amendment, termination or waiver effected in accordance with this section shall be binding upon the Stockholders, each of their transferees and the Company. The Stockholders acknowledge that by the operation of this Section the holders of two-thirds (2/3) of the outstanding Registrable Securities as aforesaid may have the right and power to diminish or eliminate all rights of such Stockholder under this Agreement.
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of (i) the Company and (ii) the holders of at least a majority of the then outstanding shares of Registrable Securities, excluding from the determination of such a majority in clause (ii) (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by such holders pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144. Any amendment, termination or waiver effected in accordance with this section shall be binding upon the Shareholders, each of their transferees and the Company. Each Shareholder acknowledges that by the operation of this Section the holders of a majority of the outstanding Registrable Securities as aforesaid may have the right and power to diminish or eliminate all rights of such Shareholders under this Agreement.
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Shares purchased and sold hereunder (including the Common Stock issued upon conversion of the Shares), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Purchasers or their transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and Holders (or their transferees) holding at least a majority of the then outstanding shares of Registrable Securities, excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by Holders or their transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder; provided, however, that no such amendment or waiver shall adversely affect the right of any Founder to participate in registrations under Section 3.2 of this Agreement as provided for in Section 3.12 without such Founder's written consent; it being understood, however, that the
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of the Agreement may be amended or terminated, and the observance of any term of the Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders (other than the Company and its subsidiaries and affiliates) of a two-thirds majority of the outstanding Notes (and Preferred Shares issued upon conversion thereof), determined on the basis of the number of Preferred Shares held on an as-if-converted basis, excluding from such determination (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Purchasers or their transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this Section 6.11 shall be binding upon each holder of any securities issued pursuant to the Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities, and the Company.
APPROVAL OF 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, or a written instrument signed by (i) the Company, and (ii) Investor.
APPROVAL OF AMENDMENTS AND WAIVERS. 15 7.13 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7.14 HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 CIPHERGEN BIOSYSTEMS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of March 3, 2000 between CIPHERGEN BIOSYSTEMS, INC., a California corporation (the "Company"), with its principal office at 000 Xxx Xxxxxxx Xxxx, Xxxx Xxxx, XX 00000, and the purchasers (each a "Purchaser" and collectively the "Purchasers") listed on the Schedule of Purchasers attached to this Agreement as EXHIBIT A (the "Schedule of Purchasers").
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the out- standing Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), ex- cluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investor or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 there under. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company. The foregoing Agreement is hereby executed as of the date first above written. P & M XXXXXX, INC. Exhibit: A (“Investor”) Ab hier Übersetzung aus dem Englischen! Dieser Vertrag wird geschlossen zwischen P & M FINMAR, INC., einer Gesellschaft nach dem Recht des US-Bundesstaates Florida (die „Gesellschaft“) und dem in Anlage A zu diesem Vertrag genannten Gesellschafter (nachstehend Investor genannt). ABSCHNITT 1 GENEHMIGUNG UND VERKAUF DER VORZUGSAKTIEN DER SERIE B 1.1 GENEHMIGUNG. Die Gesellschaft hat die Ausgabe und den Verkauf von 2.000.000 Aktien in Form von Vorzugsaktien der Serie B (die „Vorzugsaktien“) beschlossen, die die nachfolgenden Rechte, Vorrechte, Privilegien und Beschränkungen haben.
APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and Investors (or their transferees) holding at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Registrable Securities, excluding from the determination of such percentage (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by
