Common use of Entire Agreement; Effect on Prior Agreements; Amendments Clause in Contracts

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among the Company and each of the Investors, and the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), this Agreement, the Certificates of Designations and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not joint, permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, the Company permanently waives each Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors Investor and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among between the Company and each of the InvestorsInvestor, and the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), this Agreement, the Certificates of Designations and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each the Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, the Investor permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each the Investor agree in writing), then effective as of the Closing, each Investor, severally and not joint, the Investor permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each the Investor agree in writing), then effective as of the Closing, the Company permanently waives each the Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3[]) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares then outstandingInvestor. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among the Company and each of the Investors, the First Redemption and Exchange Agreement, the Amended and Restated Registration Rights Agreement (as defined in the First Redemption and Exchange Agreement), the Series B Certificate of Designations, and the Irrevocable Transfer Agent Instructions (as defined in each of the Securities Purchase Agreement and the First Redemption and Exchange Agreement), this Agreement, the Certificates of Designations Agreement and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not joint, permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, the Company permanently waives each Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares then outstandingInvestor. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors Investor and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among between the Company and each of the InvestorsInvestor, and the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), this Agreement, the Certificates of Designations and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each the Investor agree in writing)) and the Company redeems all of the Additional Series A Redemption Shares at the Closing in accordance with the terms of this Agreement, then effective as of the Closing, each Investor, severally and not jointly, the Investor permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each the Investor agree in writing)) and the Company redeems all of the Additional Series A Redemption Shares at the Closing in accordance with the terms of this Agreement, then effective as of the Closing, each Investor, severally and not joint, the Investor permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each the Investor agree in writing)) and the Company redeems all of the Additional Series A Redemption Shares at the Closing in accordance with the terms of this Agreement, then effective as of the Closing, the Company permanently waives each the Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares then outstandingInvestor. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors Investor and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among the Company and each the Investor, the First Redemption and Exchange Agreement, the Amended and Restated Registration Rights Agreement (as defined in the First Redemption and Exchange Agreement), the Series B Certificate of Designations, the Investors, Series C Certificate of Designations and the Irrevocable Transfer Agent Instructions (as defined in each of the Securities Purchase Agreement and the First Redemption and Exchange Agreement), this Agreement, the Certificates Certificate of Designations and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not joint, permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 4, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, the Company permanently waives each Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors Investor holding at least two-thirds (2/3) of the Series A B Preferred Shares and Series C Preferred Shares then outstandingoutstanding and held by the Investor and the Other Investors. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates Certificate of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.

Entire Agreement; Effect on Prior Agreements; Amendments. i. (i) Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors and the Other Investors (the "Series A Preferred Share Registration Rights Agreement"), the Series A Warrants, the Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among the Company and each of the Investors, Designations and the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), this Agreement, the Certificates of Designations and each of the other Transaction Documents supersede Agreement supersedes all other prior oral or written agreements between each Investorthe Investors, 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 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 any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. (ii. ) If the Closing occurs on or prior to June 4January 16, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 4(b), 4(h), 4(j), 4(k), 5 and 9 of the Securities Purchase Agreement. If As provided in Section 4(i), if the Closing occurs on or prior to June 4January 16, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointjointly, permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Preferred Share Registration Rights Agreement. If As provided in Section 4(i), if the Closing occurs on or prior to June 4January 16, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, the Company permanently waives each Investor's compliance with its obligations under the Series A Preferred Share Registration Rights Agreement. The Warrants, except for Sections 6 as amended by this Agreement, shall remain in full force and 7 effect. The Irrevocable Transfer Agent Instructions shall remain in full force and effect with respect to the securities and the transactions contemplated thereby. The Investors acknowledge that, if the Closing occurs, the Company may, in its sole discretion, file a certificate of elimination with respect to each of the Series A Registration Rights AgreementCertificate of Designations. (iii. ) No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders Investors which hold of at least two-thirds (2/3) a majority of the Common Shares and Conversion Shares then held by Investors (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, or if prior to the Closing DateClosing, the Investors holding at least two-thirds (2/3) a majority of the Series A Preferred Shares then outstanding), and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities Preferred Shares then outstanding. No consideration shall be offered . (iv) The Company has not, directly or paid indirectly, made any agreements with any Investors relating to any person to amend the terms or consent to a waiver or modification conditions of any provision of any of the transactions contemplated by the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to except as set forth in the Transaction Documents or holders of Securities, as the case may beDocuments.

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among the Company and each of the Investors, and the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), this Agreement, the Certificates of Designations and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 414, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 414, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, each Investor, severally and not joint, permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 414, 2001 (or such later date as the Company and each Investor agree in writing), then effective as of the Closing, the Company permanently waives each Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.

Entire Agreement; Effect on Prior Agreements; Amendments. i. Except for the Securities Purchase Agreement, the Registration Rights Agreement dated as of June 17, 2000 by and among the Company, the Investors Investor and the Other Investors (the "Series A Registration Rights Agreement"), the Series A Certificate of Designations, the Waiver Agreements, each executed as of January 3, 2001, among between the Company and each the of the InvestorsInvestor, and the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), this Agreement, the Certificates of Designations and each of the other Transaction Documents supersede all other prior oral or written agreements between each 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 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 any the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. ii. If the Closing occurs on or prior to June 414, 2001 (or such later date as the Company and each the Investor agree in writing), then effective as of the Closing, each Investor, severally and not jointly, the Investor permanently waives the Company's compliance with its obligations under the Securities Purchase Agreement, except for Sections 8 and 9 of the Securities Purchase Agreement. If the Closing occurs on or prior to June 414, 2001 (or such later date as the Company and each the Investor agree in writing), then effective as of the Closing, each Investor, severally and not joint, the Investor permanently waives the Company's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 5, 6 and 7 of the Series A Registration Rights Agreement. If the Closing occurs on or prior to June 414, 2001 (or such later date as the Company and each the Investor agree in writing), then effective as of the Closing, the Company permanently waives each the Investor's compliance with its obligations under the Series A Registration Rights Agreement, except for Sections 6 and 7 of the Series A Registration Rights Agreement. iii. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least two-thirds (2/3) of the Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares without giving effect to any limitations on conversion) or, if prior to the Closing Date, the Investors holding at least two-thirds (2/3) of the Series A Preferred Shares then outstandingInvestor. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Certificates of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Securities, as the case may be.