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. Section 5 of the Warrant Agreement is deleted in its entirety.
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.
Company Waiver. Upon the closing of the contemplated Offering, the Company hereby waives those certain restrictions on transferability imposed on the Offering 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 Offering Piggyback Shares pursuant to a registration statement on Form S-8 to be filed with the SEC by the Company concurrently with the contemplated Offering.
Company Waiver. The Company hereby fully and irrevocably (a) waives all of Company’s rights to sell, or to require Monroe to purchase, the Securities in the Unit Purchase under Section 1 of the Purchase Contract, in connection with the Repay Business Combination, and (b) acknowledges and agrees that Monroe shall not have, and is fully released and discharged of, any obligations, commitments or liabilities of any kind, direct or indirect, express or implied, to the Company under the Purchase Contract, other than the obligations set forth in Section 7 thereof.
Company Waiver. Notwithstanding the terms and conditions of any -------------- Option Agreement providing for amendment only by written instrument signed by all of the parties thereto, the Company waives such requirement with respect to Optionee and hereby intends that this Amendment be a valid and binding obligation of the Company, enforceable in accordance with the terms and conditions set forth herein, and the Company further waives any and all right to contest the validity or enforceability of this Amendment on grounds of absence of Optionee's signature hereto. Definition of "Optionee". For purposes of this Amendment, the term ------------------------ "Optionee" shall mean, individually, each employee of the Company and any Subsidiary who has entered into an Option Agreement(s) with the Company on or prior to the date first set forth above, provided, however, that such term shall -------- ------- not include any present or former (a) Chief or Co-Chief Executive Officers of the Company, (b) consultants of the Company and any Subsidiary, and (c) members of the Company Board of Directors, and this Amendment shall not be applicable to any of the foregoing at any time by reason of cessation of affiliation with the Company in any such capacity.
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. Notwithstanding the provisions of Section 3, the Company and JJDC, by mutual consent, each acting reasonably, may determine that JJDC may sell less than all of the Shares in the Offering, and the Company will thereby waive the requirement that JJDC sell all of the Shares in the Offering under Section 3(a) of this Agreement, such determination and waiver to be made no later than immediately prior to the pricing of the Offering. In such event, (a) the provisions of Section 2(b) shall apply in respect of the Shares sold in the Offering and (b) following the Offering, the portion of the Shares not sold in the Offering shall remain subject to the restrictions set forth in the Letter Agreement relating to the Disposition of the Shares notwithstanding the provisions of Section 2(a) of this Agreement.
Company Waiver. Notwithstanding anything to the contrary contained herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive any of the conditions or restrictions in its favor contained herein.
