Entire Agreement; Amendment; Consents. (a) This Agreement, together with the Closing Agreement, dated as of the date hereof, among the Company, the Cash Equity Investors, Xxxxxxx X. Xxxxxxxx, and Xxxxxx X. Xxxxxxx constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.
(b) No change or modification of this Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by the Company and the holders of a majority of the shares of each class of capital stock, including AT&T PCS, 66 2/3% of the Common Stock Beneficially Owned by the Cash Equity Investors, and 60.1% of the Common Stock Beneficially Owned by the Management Stockholders; provided, -------- however, that in the event any party hereto shall cease to own any shares of ------- Equity Securities such party hereto shall cease to be a party to this Agreement and the rights and obligations of such party hereunder shall terminate, except to the extent otherwise provided in Section 4.7(a) with respect to any Unfunded Commitment.
(c) Whenever in this Agreement the consent or approval of a Stockholder is required, except as expressly provided herein, such consent or approval may be given or withheld in the sole and absolute discretion of each Stockholder.
Entire Agreement; Amendment; Consents. This Agreement and the Company Stockholder Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. The Stockholders agree that the terms of this Agreement shall supersede any inconsistent provision contained in the Company Stockholder Agreement.
Entire Agreement; Amendment; Consents. This Lease sets forth the entire agreement between the parties hereto concerning the Premises, and no representation, inducement, promise or agreement, oral or otherwise, between the parties not embodied herein, shall be of any force or effect. Tenant acknowledges that no real estate broker or agent, nor any of Landlord’s agents, managers or leasing representatives have the power or authority to amend, modify, terminate or accept a surrender of this Lease, and such power and authority is vested solely in Landlord acting in writing through Landlord’s duly authorized corporate officers. No amendment, modification, termination, change or addition to this Lease shall be binding upon either party unless reduced to writing and signed by Tenant and a duly authorized corporate officer of Landlord. Any consent required or requested of Landlord under this Lease or any portion thereof, including, without limitation, Paragraph 9.1, must be in writing, and may be granted or withheld by Landlord in Landlord’s sole and absolute discretion, which may be exercised arbitrarily, without inquiry into the reasonableness or unreasonableness of the granting or withholding of same.
Entire Agreement; Amendment; Consents. (a) This Agreement and the Company Stockholder Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. The Stockholders agree that the terms of this Agreement shall supersede any inconsistent provision contained in the Company Stockholder Agreement.
(b) No change or modification of this Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by Stockholders holding 66% of all shares of Common Stock Owned by all Cash Equity Investors; provided, however, that no change or modification to this Agreement which adversely affects the rights of any Stockholder (as compared with its effect on any similarly-situated Stockholder) or the Company shall be valid, binding and enforceable unless the same shall be in writing and signed by such Stockholder or the Company. In the event any party hereto shall cease to own any shares of Equity Securities such party hereto shall cease to be a party to this Agreement and the rights and obligations of such party hereunder shall terminate.
(c) Whenever in this Agreement the consent or approval of a Stockholder is required, except as expressly provided herein, such consent or approval may be given or withheld in the sole and absolute discretion of each Stockholder.
(d) Whenever the Company Stockholder Agreement is amended in accordance with its terms, the Stockholders hereto agree to enter into such amendments to this Agreement necessary to effectuate the intent of this Agreement. The Stockholder shall not enter into any such amendment the effect of which adversely effects the rights of any Stockholder hereto without the consent of such Stockholder.
Entire Agreement; Amendment; Consents. The parties hereto acknowledge that this Agreement sets forth the entire agreement and understanding of the parties and supersedes all prior written or oral agreements or understandings with respect to the subject matter hereof. No modification or amendment of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by all the parties hereto. No course of dealing or usage of trade shall be used to modify the terms and conditions herein.
Entire Agreement; Amendment; Consents. This Lease and all exhibits or riders attached hereto (if any) set forth the entire agreement between the parties hereto concerning the Premises and no representations, inducements, promises and agreements, oral or otherwise, between the parties not embodied herein, shall be of any force and effect. No amendment, modification, termination, change or addition to this lease shall be binding upon either party unless reduced to writing and signed by Tenant and Landlord. Any consent required or requested of Landlord under this Lease or any portion thereof shall not be unreasonably withheld or delayed.
Entire Agreement; Amendment; Consents. (1) This Agreement, together with the Closing Agreement, dated as of February 4, 1998, among the Company, the Cash Equity Investors and the Original Management Stockholders (the Closing Agreement) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.
(2) No change or modification of this Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by the Company and the holders of a majority of the shares of each class of capital stock held by the parties hereto, including AT&T PCS, 66 2/3% of the Common Stock Beneficially Owned by the Cash Equity Investors, and 60.1% of the Common Stock Beneficially Owned by the Management Stockholders; provided, however, that in the event any party hereto shall cease to own any shares of Equity Securities such party hereto shall cease to be a party to this Agreement and the rights and obligations of such party hereunder shall terminate, except to the extent otherwise provided in Section 4.7(a) with respect to any Unfunded Commitment.
(3) Whenever in this Agreement the consent or approval of a Stockholder is required, except as expressly provided herein, such consent or approval may be given or withheld in the sole and absolute discretion of each Stockholder.
Entire Agreement; Amendment; Consents. (a) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof, including, without limitation, the Former Shareholders' Agreement.
(b) No change or modification of this Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by the Company, the Xxxxxx Partnership, the holders of a majority of the shares of each class of Common Stock and Preferred Stock and each of JWC and AT&T so long as they hold their respective Relevant Percentage Interests; PROVIDED, HOWEVER, that in the event any party hereto shall cease to own any shares of Company Stock such party hereto shall cease to be a party to this Agreement and the rights and obligations of such party hereunder shall terminate.
(c) Whenever in this Agreement the consent or approval of a Stockholder is required, except as expressly provided herein, such consent or approval may be given or withheld in the sole and absolute discretion of each Stockholder.
Entire Agreement; Amendment; Consents. (b) of the ------------------------------------- Stockholders' Agreement is hereby amended and restated in its entirety as follows:
Entire Agreement; Amendment; Consents. (a) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof, including, without limitation, the Former Shareholders' Agreement.
(b) No change or modification of this Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by the Company, the Xxxxxx Partnership and the holders of a majority of the shares of each class of Common Stock and Preferred Stock; PROVIDED, HOWEVER, that in the event any party hereto shall cease to own any shares of Company Stock such party hereto shall cease to be a party to this Agreement and the rights and obligations of such party hereunder shall terminate.
(c) Whenever in this Agreement the consent or approval of a Stockholder is required, except as expressly provided herein, such consent or approval may be given or withheld in the sole and absolute discretion of each Stockholder.
