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

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers permitted under Article II hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II hereof shall become effective when the amended Schedule of Stockholders, and a copy of the Agreement as executed by any new transferee in accordance with Section 4.14, are filed with the Company. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (a) the Company, (b) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and, (c) if adverse to the interests of a particular Stockholder or Stockholder Group, that Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that Stockholder Group, as the case may be. (d) Notwithstanding the foregoing provisions of this Section 4.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders and the JWC Holders (or the JWC Representative), voting together as a single group.

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers, Transfers permitted under Article II hereof or any new issuance by the Company of Common Stock or Common Stock Equivalents; provided, however, that no new issuance of Common Stock or Common Stock Equivalents shall be effective unless and until the Person receiving such securities (if not already a party hereto in such capacity) executes and delivers to the Company an executed Joinder Agreement in accordance with Section 2.13 hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II hereof shall become effective when the amended Schedule of Stockholders, and a copy of the a Joinder Agreement as executed by any new transferee in accordance with Section 4.142.13, are filed with the Company. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (a) the Company, (b) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and, (c) if adverse to the interests of a particular Stockholder or Stockholder Group, that then the consent of each particular Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that such particular Stockholder Group, as the case may be, to whose interest such amendment is adverse. (d) Notwithstanding the foregoing provisions of this Section 4.26.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders and (iii) the holders of a majority of the Common Stock Equivalents at the time held by the Halifax Holders and (iv) the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders (or the JWC Representative), each voting together separately as a single group.

Entire Agreement; Amendment; Termination. (a) This AgreementSubject to Section 7.16 hereof, together with the Acquisition Agreement, this Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof, and, as of the date hereof, the Existing Stockholders Agreement is amended and restated in its entirety herein. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers, Transfers in accordance with Articles III or Transfers permitted under Article II IV hereof or any new issuance by the Company of Common Stock Equivalents; provided, however, that no new issuance of Common Stock Equivalents shall be effective unless and until the Person receiving such securities (if not already a party hereto in such capacity) executes and delivers to the Company an executed Joinder Agreement in accordance with Section 3.12 hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II in accordance with Articles III or IV hereof shall become effective when the amended Schedule of Stockholders, and a copy of the a Joinder Agreement as executed by any new transferee in accordance with Section 4.143.12, are filed with the Company. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (ai) the Company, (bii) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and(iii) if adverse to the interests of any Stockholder Group, then the consent of a majority of the Common Stock Equivalents at the time held by such Stockholder Group and (civ) if adverse to the interests of a particular Stockholder or Stockholders in a manner different from its effect on other Stockholders in the same Stockholder Group, that then the consent of such Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that Stockholder Group, those particular Stockholders (as the case may beapplicable). (d) Notwithstanding the foregoing provisions of this Section 4.27.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) each of (A) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders, (B) either the holders of a majority of the Common Stock Equivalents at the time held by the Halifax Holders or the Halifax Representative and (C) either the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders (or the JWC Representative), voting together as a single group.

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements (including, without limitation, the Original Agreement and that certain letter agreement among J.W. Childs Equity Funding III, Inc., Borealis and OMERS dated as of Xxxch 10, 2004) and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers, Transfers permitted under Article II hereof or any new issuance by the Company of Stock or Stock Equivalents; provided, however, that no new issuance of Stock or Stock Equivalents shall be effective unless and until the Person receiving such securities (if not already a party hereto in such capacity) executes and delivers to the Company an executed Joinder Agreement in accordance with Section 2.16 hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II hereof shall become effective when the amended Schedule of Stockholders, and a copy of the a Joinder Agreement as executed by any new transferee in accordance with Section 4.142.16, are filed with the Company. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (ai) the Company, Company and (bii) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and, Holders and (ciii) either the Borealis Representative or the holders of a majority of Common Stock Equivalents at the time held by the Borealis Holders and (iv) either the OMERS Representative or the holders of a majority of Common Stock Equivalents at the time held by the OMERS Holders and (v) the Chief Executive Officer of MAAX Corporation and (vi) if adverse to the interests of a particular Stockholder or Stockholder Group, that then the consent of each particular Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that such particular Stockholder Group, as the case may be, to whose interest such amendment is adverse. (d) Notwithstanding the foregoing provisions of this Section 4.26.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders and (iii) the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders (or the JWC Representative) and (iv) the holders of a majority of the Common Stock Equivalents at the time held by the Borealis Holders (or the Borealis Representative) and (v) the holders of a majority of the Common Stock Equivalents at the time held by the OMERS Holders (or the OMERS Representative), each voting together separately as a single group. Upon consummation of an initial Public Offering, the provisions of this Agreement, other than Article III, shall terminate.

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements (including, without limitation, the Original Agreement and that certain letter agreement among X.X. Childs Equity Funding III, Inc., Borealis and OMERS dated as of March 10, 2004) and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers, Transfers permitted under Article II hereof or any new issuance by the Company of Stock or Stock Equivalents; provided, however, that no new issuance of Stock or Stock Equivalents shall be effective unless and until the Person receiving such securities (if not already a party hereto in such capacity) executes and delivers to the Company an executed Joinder Agreement in accordance with Section 2.16 hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II hereof shall become effective when the amended Schedule of Stockholders, and a copy of the a Joinder Agreement as executed by any new transferee in accordance with Section 4.142.16, are filed with the Company. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (ai) the Company, Company and (bii) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and, Holders and (ciii) either the Borealis Representative or the holders of a majority of Common Stock Equivalents at the time held by the Borealis Holders and (iv) either the OMERS Representative or the holders of a majority of Common Stock Equivalents at the time held by the OMERS Holders and (v) the Chief Executive Officer of MAAX Corporation and (vi) if adverse to the interests of a particular Stockholder or Stockholder Group, that then the consent of each particular Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that such particular Stockholder Group, as the case may be, to whose interest such amendment is adverse. (d) Notwithstanding the foregoing provisions of this Section 4.26.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders and (iii) the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders (or the JWC Representative) and (iv) the holders of a majority of the Common Stock Equivalents at the time held by the Borealis Holders (or the Borealis Representative) and (v) the holders of a majority of the Common Stock Equivalents at the time held by the OMERS Holders (or the OMERS Representative), each voting together separately as a single group. Upon consummation of an initial Public Offering, the provisions of this Agreement, other than Article III, shall terminate.

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in a writing signed by both the JWC Representative and the holders of a majority of the Preferred Shares at the time held by the Company Preferred Holders to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers permitted under Article II hereof. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers permitted under Article II hereof shall become effective when the amended Schedule of Stockholders, and a copy of the this Agreement as executed by any new transferee or other new party hereto in accordance with Section 4.143.11 hereof, are filed with delivered to the CompanyStockholders. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (a) the Company, (bi) either the JWC Representative or the holders of a majority of Common Stock Equivalents the Subject Securities at the time held by the JWC Holders, and, Equity Partners Holders and (cii) if adverse to the interests of a particular Stockholder or Stockholder Group, that Stockholder or the holders of a majority at least 75% of the Common Stock Equivalents Preferred Shares at the time held by that Stockholder Groupthe Preferred Holders. (d) Without affecting any other provision of this Agreement requiring termination of any rights or obligations of any Stockholder, Permitted Transferee or any other transferee of Preferred Shares or Subject Securities, the provisions of Article 2 of this Agreement shall terminate as to such Stockholder, Permitted Transferee or other transferee, when, pursuant to and in accordance with this Agreement, such Stockholder, Permitted Transferee or other transferee, as the case may be, no longer owns any Preferred Shares or Subject Securities. (de) Notwithstanding the foregoing provisions of this Section 4.23.2, this Agreement may be terminated at any time upon the written consent of (i) either the Company JWC Representative or the holders of a majority of the Subject Securities at the time held by the JWC Equity Partners Holders and (ii) the holders of a majority at least 75% of the Common Stock Equivalents Preferred Shares at the time held by the Management Holders Preferred Holders. (f) Where provisions of this Agreement contemplate that actions be taken or notices be given by a Stockholder Group, actions taken or notices given by the holders of a majority of the Preferred Shares or Subject Securities, as the case may be, held in the aggregate by such Stockholder Group shall be deemed to be actions taken or notices given by such Stockholder Group, and the JWC Holders (other parties hereto are and will be entitled to rely on any action so taken or the JWC Representative), voting together as any notice so given by such majority holders of a single groupStockholder Group.

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers, Transfers permitted under Article II hereof2 hereof or issuances contemplated by Section 4.12. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers, Transfers permitted under Article II 2 hereof or issuances contemplated by Section 4.12 shall become effective when the amended Schedule of Stockholders, and a copy of the this Agreement as executed by any new transferee or other new party hereto in accordance with Section 4.144.12, are filed with the Company. Upon written request of any Stockholder, the Company will promptly provide to such Stockholder a copy of the Schedule of Stockholders as in effect at the date of such request therefor. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (ai) the Company, (bii) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and(iii) if adverse to the interests of the Stockholder Group comprised of the Other Holders, Other Holders, both (cA) the holders of a majority of the Common Stock Equivalents at the time held by the Other Holders and (B) the holders of a majority of the Common Stock Equivalents at the time held by the UBS Holders, and (iv) if adverse to the interests of a particular Stockholder or any Stockholder GroupGroup (other than the Stockholder Group comprised of the Other Holders), that Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that Stockholder Group, as the case may be. (d) Notwithstanding the foregoing provisions of this Section 4.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders, the Other Holders and the JWC Holders (or the JWC Representative), each voting together separately as a single group; provided that the provisions of Sections 3.7 and 4.20 shall survive any termination of this Agreement.

Entire Agreement; Amendment; Termination. (a) This Agreement, together with the Acquisition Agreement, Agreement sets forth the entire understanding of the parties, amends in part and restates in its entirety the Stockholders Agreement, dated as of November 26, 1997, among the Company, the JWC Holders, the Management Holders and the Other Holders party thereto, and supersedes all prior other agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter hereof. (b) The Schedule of Stockholders may be amended in writing by the Company to reflect changes in the composition of the Stockholders and changes in their addresses or telecopy numbers that may occur from time to time as a result of Permitted Transfers or Transfers, Transfers permitted under Article II hereof2 hereof or issuances contemplated by Section 4.12. Amendments to the Schedule of Stockholders reflecting Permitted Transfers or Transfers, Transfers permitted under Article II 2 hereof or issuances contemplated by Section 4.12 shall become effective when the amended Schedule of Stockholders, and a copy of the this Agreement as executed by any new transferee or other new party hereto in accordance with Section 4.144.12, are filed with the Company. Upon written request of any Stockholder, the Company will promptly provide to such Stockholder a copy of the Schedule of Stockholders as in effect at the date of such request therefor. (c) Any other amendment to this Agreement shall be in writing and shall require the written consent of (ai) the Company, (bii) either the JWC Representative or the holders of a majority of Common Stock Equivalents at the time held by the JWC Holders, and(iii) if adverse to the interests of the Stockholder Group comprised of the Other Holders, (cA) the holders of a majority of the Common Stock Equivalents at the time held by the Other Holders, (B) the holders of a majority of the Common Stock Equivalents at the time held by the UBS Holders, and (C) the holders of a majority of the Common Stock Equivalents at the time held by the PPM/ReliaStar Holders, and (iv) if adverse to the interests of a particular Stockholder or any Stockholder GroupGroup (other than the Stockholder Group comprised of the Other Holders), that Stockholder or the holders of a majority of the Common Stock Equivalents at the time held by that Stockholder Group, as the case may be. (d) Notwithstanding the foregoing provisions of this Section 4.2, this Agreement may be terminated at any time upon the written consent of (i) the Company and (ii) the holders of a majority of the Common Stock Equivalents at the time held by the Management Holders, the Other Holders, the UBS Holders, the PPM/ReliaStar Holders and the JWC Holders (or the JWC Representative), each voting together separately as a single group; provided that the provisions of Sections 3.7 and 4.20 shall survive any termination of this Agreement.