Common use of Consent Required to Amend, Terminate or Waive Clause in Contracts

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified 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 (ii) Shareholders holding a majority of the Shares then held by Shareholders; provided, that if such amendment or waiver would adversely and disproportionately modify the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: (i) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; (ii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendment. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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 ; (iib) Shareholders Stockholders holding a majority of the Shares then held by Shareholdersthe Xxxxxxx Stockholders; provided, that if such amendment or waiver would adversely and disproportionately modify (c) Stockholders holding a majority of the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, Shares then such amendment shall require held by the prior consent of any such affected ShareholderGreenwood Stockholders. Notwithstanding the foregoing: (i) Schedule A hereto foregoing this Agreement may not be amended by or terminated and the Company from time observance of any term of this Agreement may not be waived with respect to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) any Stockholder without the written consent of the other parties hereto; (ii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of Stockholder unless such amendment. , termination or waiver applies to all Stockholders, in their capacities as Stockholders, as the case may be, in the same fashion The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 6.7 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Section 6.7, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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 ; (iib) Shareholders holding the holders of a majority of the Common Shares then and the Junior Preferred Shares (acting together as a single class and on an as-converted basis); and (c) the holders of a majority of the Common Shares issued or issuable upon conversion of Series A Preferred Shares and Series A-l Preferred Shares held by Shareholders; provided, that if such amendment or waiver would adversely and disproportionately modify the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: Investors (i) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; (ii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendmentacting together as a single class). The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 Subsection 6.9 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 6.9, the requirement of a written instrument may be satisfied in the form of an action by unanimous written consent of the Shareholders circulated by the Company, whether or not such action by written consent makes explicit reference to the terms of this Agreement. Notwithstanding the foregoing, no amendment shall be made which results in a variation of the covenants and obligations of a party hereunder without such party’s written consent.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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 ; (iib) Shareholders holding the holders of at least a majority of the Shares then shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock held by Shareholdersthe Investors (voting as a single class and on an as-converted basis); provided, that if and (c) in the case of an amendment or waiver which would adversely affect the rights of the Key Holders in a manner disproportionate to any adverse effect such amendment or waiver would adversely and disproportionately modify have on the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securitiesthe Investors, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: (i) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the written consent of the other parties hereto; (ii) any provision hereof may be waived holders of at least a majority of the shares of capital stock held by the waiving party on such party’s own behalfKey Holders (voting as a single class), without it being the consent understanding of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days and agreement among the parties that upon the consummation of the effectiveness Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction) (the “IPO”), this Agreement will be amended to provide for (w) Board representation for FP following the IPO which is at least proportionate to FP’s post-IPO shareholdings (such amendmentPersons being referred to as the “FP Post-IPO Directors”), (x) a covenant of the Company to continue to nominate the FP Post-IPO Directors to the Board and support their election by the Company’s shareholders, (y) the incorporation of the approval rights set forth in Section 53.2 of the Articles that FP desires to have post-IPO and (z) pre-emptive rights in favor of FP. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here-under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 8.6 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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 (iib) Shareholders the Stockholders holding a majority of the Shares then shares of Common Stock held by Shareholders; provided, that if such amendment all Stockholders and Common Stock issued or waiver would adversely and disproportionately modify the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: (i) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent issuable upon conversion of the other parties heretoshares of Preferred Stock held by all Stockholders (acting as a single class and on an as-converted basis) and (c) the Stockholders holding a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by all Stockholders (acting as a single class and on an as-converted basis); (ii) and provided that any provision hereof may be waived by the any waiving party on such party’s own behalf, without the consent of any other party. A copy Notwithstanding the foregoing, (x) Subsection 1.2(a) and this subclause (x) of any amendment Subsection 6.8 of this Agreement shall not be delivered amended or waived without the written consent of Xxxxxxx, and (y) Subsection 1.2(c) and this subclause (y) of Subsection 6.8 of this Agreement shall not be amended or waived without the written consent of XxxxXxxxxx for so long as he is entitled to each Shareholder within five business days of the effectiveness of such amendmentdesignate a director. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 Subsection 6.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended terminated or modified amended, and the observance of any term hereof may be waived (either generally or in a particular instance instance, and either retroactively or prospectively) ), only with by a written instrument executed by (a) the Company, Company and (ii) Shareholders holding the holders of at least a majority of the Shares then held by Shareholders; provided, that if such amendment or waiver would adversely and disproportionately modify the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: (i) Schedule A hereto may be amended by outstanding; provided that the Company from time to time to add information regarding additional Shareholders (may in its sole discretion waive compliance with Section 2.12(c); and provided further that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; (ii) any provision hereof may be waived by the any waiving party on such party’s own behalf, without the consent of any other party. A copy Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any amendment term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, 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 delivered deemed to each Shareholder within five business days of apply to all Investors in the effectiveness of same fashion if such amendmentwaiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.6 6.6 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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, ; (b) the Option Holder; and (iic) Shareholders the Holders holding a majority in interests of the Shares Membership Interests then held by Shareholders; providedthe Holder. Notwithstanding the foregoing, that (i) the consent of the Holders shall not be required for any amendment or waiver if such amendment or waiver would adversely and disproportionately modify either (A) is not directly applicable to the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent Holders hereunder or (B) does not adversely affect the rights or obligations of any such affected Shareholder. Notwithstanding the foregoing: Holders; (iii) Schedule Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Shareholders Investors (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereofas defined in the Purchase Agreement) without the consent of the other parties hereto; and (iiiii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendment. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 7.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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, the Founder and (ii) Shareholders holding a majority of the Shares then held by ShareholdersShareholders (excluding the Founder for purposes of calculating such majority); provided, however, that if (i) this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Shareholder without the written consent of such amendment Shareholder unless such amendment, termination or waiver would adversely and disproportionately modify applies to all Shareholders in the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: same fashion; (iii) Schedule A hereto may be amended by the Company from time to time to add information regarding persons that become additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; and (iiiii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendment. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 section shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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, ; (b) the Option Holder; and (iic) Shareholders the Holders holding a majority of the Shares then outstanding shares of the capital stock then held by Shareholders; providedthe Holders. Notwithstanding the foregoing, that (i) the consent of the Holders shall not be required for any amendment or waiver if such amendment or waiver would adversely and disproportionately modify either (A) is not directly applicable to the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent Holders hereunder or (B) does not adversely affect the rights or obligations of any such affected Shareholder. Notwithstanding the foregoing: Holders; (iii) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) stockholders without the consent of the other parties hereto; and (iiiii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendment. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 7.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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, the Stockholders, and Ainos KY; when Ainos KY holds less than ten percent (ii10%) Shareholders holding a majority beneficial ownership in the Shares of the Shares then held by ShareholdersCompany; provided, that if such amendment or waiver would adversely and disproportionately modify when Ainos KY holds less than ten percent (10%) voting interest in the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected ShareholderCompany. Notwithstanding the foregoing: (i) Schedule A hereto foregoing this Agreement may not be amended by or terminated and the Company from time observance of any term of this Agreement may not be waived with respect to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) any Stockholder without the written consent of the other parties hereto; (ii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of Stockholder unless such amendment. , termination or waiver applies to all Stockholders, in their capacities as Stockholders, as the case may be, in the same fashion The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Section, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified terminated 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 the Company upon (ai) approval by the Company, and (ii) CS Shareholders holding a majority of the Shares then held by Shareholders; providedall CS Shareholders or (ii) the 30th day after (the “Notice Date”) sending written notice of the proposed amendment, that if such amendment termination or waiver would adversely and disproportionately modify to each CS Shareholder in accordance with Section 5.7; provided that in the rights case of clause (ii) above, such amendment, termination or obligations waiver shall not take effect if the CS Shareholders holding a majority of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securitiesthe Shares then held by all CS Shareholders have delivered notice in writing to the Company by the Notice Date of their objection to such amendment, then such amendment shall require the prior consent of any such affected Shareholdertermination or waiver. Notwithstanding the foregoing: (i) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; (ii) , any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendment. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 shall be binding on each party and all of such party’s successors and permitted assignsassigns or assignees, whether or not any such party, successor successor, assign or assignee entered into or approved such amendment, termination or waiver. For purposes of this Section, the requirement of a written instrument may be satisfied in the form of an action by written consent of the CS Shareholders circulated by the Company and executed by the CS Shareholders specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.