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

Entire Agreement; Amendment; Waivers. This Agreement and the documents delivered pursuant hereto constitute the entire agreement and understanding among the Stockholders, the Company and Apple and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, that amendment, modification, supplement or waiver is in writing and signed by the Required Stockholders, the Company and Apple; provided, however, that no such amendment, modification, supplement or waiver will be effective unless it is signed by each Stockholder affected thereby to the extent that it (a) changes the several nature of that Stockholder's representations and warranties (to the extent they are not already joint and several as provided in Sections 4.01 and 11.03), (b) reduces the amount, or changes the components, of the Merger Consideration that Stockholder is entitled to receive pursuant to Section 2.04, as adjusted pursuant to Section 2.05(f), (c) waives the consummation of the IPO as a condition to consummation of the Merger or (d) amends or waives this sentence. The waiver of any of the terms and conditions hereof shall not be construed or interpreted as, or deemed to be, a waiver of any other term or condition hereof.

Entire Agreement; Amendment; Waivers. This Agreement and the documents delivered pursuant hereto constitute the entire agreement and understanding among the Stockholders, the Company Company, Newco and Apple ARS and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, that amendment, modification, supplement or waiver is in writing and signed by the Required Stockholders, the Company and AppleARS; provided, however, that no such amendment, modification, supplement or waiver will be effective unless it is signed by each Stockholder affected thereby to the extent that it (a) changes the several nature of that Stockholder's representations and warranties (to the extent they are not already joint and several as provided in Sections 4.01 and 11.03), (b) reduces the amount, or changes the components, of the Merger Consideration that Stockholder is entitled to receive pursuant to Section 2.04, as adjusted pursuant to Section 2.05(f), (c) waives the consummation of the IPO as a condition to consummation of the Merger or (d) amends or waives this sentence. The waiver of any of the terms and conditions hereof shall not be construed or interpreted as, or deemed to be, a waiver of any other term or condition hereof.

Entire Agreement; Amendment; Waivers. This Agreement and the documents delivered pursuant hereto constitute the entire agreement and understanding among the Stockholders, the Company Company, ARS Sub and Apple ARS and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, that amendment, modification, supplement or waiver is in writing and signed by the Required StockholdersStockholders entitled to receive at least 80% of the total Acquisition Consideration, the Company and AppleARS; provided, however, that no such amendment, modification, supplement or waiver will be effective unless it is signed by each Stockholder affected thereby to the extent that it (a) changes the several nature of that Stockholder's representations and warranties (to the extent they are not already joint and several as provided in Sections 4.01 Article II and 11.03Section 10.02), (b) reduces the amount, or changes the components, of the Merger Acquisition Consideration that Stockholder is entitled to receive pursuant to Section 2.041.4, as adjusted pursuant to Section 2.05(f), or (c) waives the consummation of the IPO as a condition to consummation of the Merger or (d) amends or waives this sentence. The waiver of any of the terms and conditions hereof shall not be construed or interpreted as, or deemed to be, a waiver of any other term or condition hereof.

Entire Agreement; Amendment; Waivers. This Agreement and the documents delivered pursuant hereto constitute the entire agreement and understanding among the Stockholders, the Company OSI and Apple T-NDE and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, that amendment, modification, supplement or waiver is in writing and signed by the Required Disbursement Agent on behalf of the Stockholders, or by the Company Stockholders entitled to receive at least 80% of the total Acquisition Consideration, OSI and AppleT-NDE; provided, however, that that, in the event the Stockholders execute the amendment individually (rather than the Disbursement Agent), no such amendment, modification, supplement or waiver will be effective unless it is signed by each Stockholder affected thereby to the extent that it (a) changes the several nature of that Stockholder's representations and warranties (to the extent they are not already joint and several as provided in Sections 4.01 Article III and 11.03Section 10.01), (b) reduces the amount, or changes the components, of the Merger Acquisition Consideration that Stockholder is entitled to receive pursuant to Section 2.041.4, as adjusted pursuant to Section 2.05(f), or (c) waives the consummation of the IPO as a condition to consummation of the Merger or (d) amends or waives this sentence. The waiver of any of the terms and conditions hereof shall not be construed or interpreted as, or deemed to be, a waiver of any other term or condition hereof.