Common use of Entire Agreement; Amendment; Consents Clause in Contracts

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. (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 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. (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 Beneficial Owners of a majority of the shares of each class of capital stockClass A Voting Common Stock, including AT&T PCS, 66 2/3% K% of the Class A Voting Common Stock Beneficially Owned by the Cash Equity Investors, and 60.166-2/3% of the Class A Voting 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. (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 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. (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 Beneficial Owners of a majority of the shares of each class of capital stockClass A Voting Common Stock party to this Agreement, including AT&T PCS, 66 2/3% of the Class A Voting Common Stock Beneficially Owned by the Cash Equity Investors, and 60.166-2/3% of the Class A Voting 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. (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 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. (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 Beneficial Owners of a majority of the shares of each class of capital stockClass A Voting Common Stock, including AT&T PCS, 66 2/3% of the Class A Voting Common Stock Beneficially Owned by the Cash Equity Investors, and 60.166-2/3% of the Class A Voting 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. (a) This Agreement, together with the Closing Agreement, dated as of the date hereofFebruary 4, 1998, among the Company, the Cash Equity Investors, Xxxxxxx X. Xxxxxxxx, Investors and Xxxxxx X. Xxxxxxx 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. (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 stockstock 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. (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. (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 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. (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 Beneficial Owners of a majority of the shares of each class of capital stockClass A Voting Common Stock party to this Agreement, including AT&T PCS, 66 2/3% of the Class A Voting Common Stock Beneficially Owned by the Cash Equity Investors, and 60.166-2/3% of the Class A Voting 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. (a) This Agreement, together with the Closing Agreement, dated as of the date hereofFebruary 4, 1998, among the Company, the Cash Equity Investors, Xxxxxxx X. Xxxxxxxx, Investors and Xxxxxx X. Xxxxxxx 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. (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 stockstock 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. (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.