Company Waiver. The Company hereby agrees to waive any right it may have under the Private Securities Law Reform Act or otherwise to seek, and agrees that it will not seek, in any Proceeding a bar order eliminating or limiting Indemnitee’s indemnification or advancement rights under this Agreement.
Company Waiver. The Company hereby waives compliance by the Investor with the provisions of Section 2.3 of the Investor Agreement with respect to the acquisition by the Investor of shares of Company Common Stock pursuant to the exercise of the Option by the Investor.
Company Waiver. Upon the closing of the contemplated IPO, the Company hereby waives those certain restrictions on transferability imposed on the IPO Piggyback Shares pursuant to Section 3 of the Stockholder’s Agreement and Section 6 of that certain Restricted Stock Award Agreement between the Company and the Employee to the following extent: the Employee may sell or otherwise dispose of all or any portion of the IPO Piggyback Shares pursuant to a registration statement on Form S-8 to be filed with the SEC by the Company concurrently with the contemplated IPO.
Company Waiver. The Company hereby waives the provisions of Section 10.6 of the Investment Agreement, dated as of December 31, 1996, between the Company and the Investor, for the sole purpose of allowing the Investor to purchase the Preferred Shares from the Company as provided herein. Section 10.10 Availability Fee Waiver. The Investor hereby waives the payment by the Company of all fees payable to the Investor pursuant to Section 3.4 of the Investment Agreement dated as of December 31, 1996, between the Investor and the Company. Section 10.11
Company Waiver. A waiver by the Company of any breach of any Clause of this Agreement by Subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other Clause thereof.
Company Waiver. Company hereby waives the applicability of the terms and conditions of Section 4.2 of the Merger Agreement to (i) entry into the Asset Purchase Agreement and the consummation of the transactions contemplated by the Asset Purchase Agreement on the terms and conditions set forth therein and (ii) provision of a guarantee by Parent in favor of CPRe (the “Parent Guarantee”), pursuant to which Parent will guarantee the payment of all amounts due and payable under the Asset Purchase Agreement by Parent’s wholly-owned subsidiaries party thereto, in each case, as previously made available to the independent directors of the Board of Directors of Company. Company hereby acknowledges and agrees that no action or omission to act required to be taken or omitted by Parent or any of its subsidiaries pursuant to the terms of the Stock Purchase Agreement, the Asset Purchase Agreement or the Parent Guarantee shall constitute or give rise to a breach of the representations and warranties of Parent in Section 3.2 of the Merger Agreement.
Company Waiver. Solely to the extent necessary to allow each Stockholder to enter into and comply with its obligations under this Agreement, the Company hereby waives each Stockholder’s obligations under Section 4.2(a) of the Stockholders’ Agreement. The Company hereby agrees while this Agreement is in effect not to revoke or otherwise withdraw or modify such waiver in any manner adverse to Parent, Merger Subsidiary or Stockholders.
Company Waiver. Subject to the fulfillment of Buyer's closing conditions set forth in Article IX, at Closing, Buyer shall cause the Company to execute a waiver of any right to assert any claim against any current or former officer, director or employee of the Company, and a release of such persons from liability for any claim, in each case arising out of or related to any event or condition arising out of any act or omission of such persons taken in his or her capacity as an officer, director or employee of the Company prior to the Closing Date.
Company Waiver. The Company hereby acknowledges and agrees that, subject to and effective as of the execution of the Support Agreement by the Ramius Group, the terms of Sections 4(a)(iii)-(iv) of the Settlement Agreement shall be waived by the Company with respect to the Ramius Group; provided that such waiver shall be solely to the extent necessary for the Ramius Group to validly enter into the Support Agreement and perform its obligations thereunder.
