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

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor may specify in such notice) any of its rights under any of the Transaction Documents to acquire shares of Common Stock from the Company, in which event such waiver shall be binding against the Investor in accordance with its terms; PROVIDED, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its Purchaser’ rights under any of the Transaction Documents to acquire shares of Common Stock the Shares from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’ obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its Purchaser’ rights under any of the Transaction Documents to acquire shares of Common Stock from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’ obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the Investor, Purchaser and the Company, their affiliates and persons acting on their behalf Company with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its rights under rights, any of the Transaction Documents Company's obligations to acquire shares the Purchaser, or any of the conditions precedent with which the Company must comply that are for the sole benefit of the Purchaser, with respect to or in connection with the Purchaser's acquisition of Common Stock from the CompanyCompany pursuant to the Transaction Documents, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDED, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor may Purchaser may, as to itself only, at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its rights under any of the Transaction Documents to acquire shares of Common Stock from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’s obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorInvestors, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes Investors make any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended except by a written instrument signed by the Company and Investors holding at least a majority of the Initial Shares. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Investors may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Investors may specify in such notice) any of its their respective rights (but not obligations) under any of the Transaction Documents to acquire shares of Common Stock from the Company, in which event such waiver shall be binding against the Investor Investors in accordance with its terms; PROVIDED, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement ------------------------------------- supersedes all other prior oral or written agreements between the Investor, Purchaser and the Company, their affiliates and persons acting on their behalf Company with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its rights under rights, any of the Transaction Documents Company's obligations to acquire shares the Purchaser, or any of the conditions precedent with which the Company must comply that are for the sole benefit of the Purchaser, with respect to or in connection with the Purchaser's acquisition of Common Stock from the CompanyCompany pursuant to the Transaction Documents, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDED, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchasers, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor Purchasers makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor may Each Purchaser may, as to itself only, at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its rights under any of the Transaction Documents to acquire shares of Common Stock from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’s obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor may Purchaser may, as to itself only, at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its rights under any of the Transaction Documents to acquire shares of Common Stock Units from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’s obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, including without limitation the February 2009 Offering and the October 2009 Offering, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its Purchaser’ rights under any of the Transaction Documents to acquire shares of Common Stock the Shares from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’ obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, including without limitation the February 2009 Offering, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its Purchaser’ rights under any of the Transaction Documents to acquire shares of Common Stock the Shares from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDEDprovided, however, that the voluntary waiver contemplated by this sentence may not reduce the Investor's Purchaser’ obligations to the Company under the Transaction Documents.

Entire Agreement; Amendments; Waivers. (a) This Agreement supersedes all other prior oral or written agreements between the InvestorPurchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the InvestorPurchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. Any covenant or obligation of the Company hereunder may be waived by a two-thirds vote of the outstanding Preferred Shares, provided that no such waiver shall be deemed to be a continuous waiver in the future or a waiver of any other provision hereunder. (b) The Investor Purchaser may at any time elect, by notice to the Company, to waive (whether permanently or temporarily, and subject to such conditions, if any, as the Investor Purchaser may specify in such notice) any of its rights under any of the Transaction Documents to acquire shares of Common Stock from the Company, in which event such waiver shall be binding against the Investor Purchaser in accordance with its terms; PROVIDED, however, that the voluntary waiver contemplated by this sentence may not reduce the InvestorPurchaser's obligations to the Company under the Transaction Documents.