Entire Agreement; Integration; Amendments. This Agreement constitutes the full and complete understanding and agreement of the Parties as to its subject matter. This Agreement supersedes any and all previous representations, understandings, and agreements relating to its subject matter. This Agreement may not be modified except in writing signed by both Parties.
Entire Agreement; Integration; Amendments. This Agreement contains the sole and entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter and any existing confidentiality, non-disclosure or similar agreement, if any, among the Stockholders and/or any of their Affiliates with respect to the Corporation. Subject to the proviso hereafter, this Agreement may be amended by the Corporation with the approval by the Stockholders by Super-Majority Action; provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) the Corporation may amend Schedule 1 from time to time so as to accurately reflect the information contained thereon upon (A) any addition or deletion of a Stockholder and (B) any change in the address of a Stockholder as the Corporation is notified by such Stockholder; (ii) any change to the Agreement that materially and adversely affects the material rights of a Stockholder disproportionately to the other Stockholders shall also require the consent of such disproportionately affected Stockholder, which consent may be withheld or conditioned in such Stockholder’s sole discretion; (iii) any change to any voting, consent or approval threshold or requirement specified in this Agreement shall require the written consent of Stockholders or Directors, as the case may be, constituting at least such voting, consent or approval threshold or otherwise satisfying such requirement; and (iv) any change to Section 9 shall require the prior written consent of each Initial Stockholder for so long as such Initial Stockholder (together with its Specified Transferees) holds an Applicable Ownership Percentage that enables it to designate a Director pursuant to Section 9. Each of the Stockholders further acknowledges and agrees that, in entering into this Agreement, such Stockholder has not in any way relied upon any oral or written agreements, statements, promises, information, arrangements, understandings, representations or warranties, express or implied, not specifically set forth in this Agreement or in the exhibits hereto.
Entire Agreement; Integration; Amendments. The terms of this Agreement are intended by the parties to be the final expression of their Agreement with respect to the employment of Executive by Company and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced in any legal proceeding involving this Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral, written and implied agreements, understandings, commitments, and practices between the parties, including all prior employment agreements, if any. No amendments to this Agreement may be made except by a writing signed by both parties.
Entire Agreement; Integration; Amendments. This Agreement and the Related Agreements contain the sole and entire agreement with respect to the subject matter hereof and supersede all prior agreements and understandings. This Agreement may only be changed, amended or supplemented by a written agreement approved by Directors holding a majority of the Total Votes and executed by BOX Options and the Member. In addition, notwithstanding anything to the contrary herein, any terms specific to the Exchange, such as, among other things, the right to designate a Regulatory Director, may not be altered or adversely affect the Exchange without the prior written consent of the Exchange. Any proposed amendment to this Agreement, if such amendment is required under Section 19 of the Exchange Act and the rules promulgated thereunder, to be filed with, or filed with and approved by, the SEC before such amendment may be effective, then such amendment shall not be effective until filed with, or filed with and approved by, the SEC, as the case may be.
Entire Agreement; Integration; Amendments. This Agreement embodies the entire agreement between the Treasurer and the Contractor on the matters specifically addressed herein. The parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. This Agreement shall supersede all prior written agreements between the parties and their predecessors. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth herein. No changes, amendments or modifications of any of the terms or conditions of this Agreement shall be valid unless reduced to writing, signed by both parties and approved by the Office of the Attorney General of the State of Connecticut. The parties shall meet and confer in good faith on any modification of this Agreement that may become necessary to make its provisions consistent with any policy of the Treasurer, or federal, state, local, foreign or international statute, rule, regulation or ordinance that governs any aspect of this Agreement.
Entire Agreement; Integration; Amendments. (a) This Agreement, together with the Members Agreement, contains the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, including without limitation the Original LLC Agreement. This Agreement may only be changed, amended or supplemented by an agreement in writing that is approved by Directors holding a majority of the Total Votes without the consent of any Member or other Person.
(b) Notwithstanding the provisions of Section 2.5(c) or 18.1(a),
(i) No [no] amendment shall, however, alter the terms of the Class B Units or adversely affect any holder of such Units [units] without the written consent of all Class B Members[.];
(ii) Subject to the amendment provisions of the Members Agreement and the power of BOX Holdings to issue new Units as provided in Article 7, no amendment to this Agreement shall alter the terms of one or more classes of Units in a manner that would materially, adversely and disproportionately (as compared with other classes of Units) affect the rights associated with the Class C Units as a class without the written consent of Class C Members holding at least seventy- five percent (75%) of the then outstanding Class C Units (for the sake of clarity, it is agreed that any split, combination, reorganization, merger or other similar recapitalization event with respect to the Class A or Class B Units which would result in a change in the ratio of the number of outstanding Class A or Class B Units, as applicable, to the number of outstanding Class C Units would materially, adversely and disproportionately affect the rights associated with the Class C Units);
(iii) Any [In addition, notwithstanding anything to the contrary herein, any] terms specific to any Member, such as, among other things, the right to designate directors, or to the Exchange may not be altered or adversely affect such Member or the Exchange without the prior written consent of such Member or the Exchange (as applicable) [, provided that, the foregoing shall not apply to any Transfer pursuant to Section 4.1(c).]; and
(iv) No amendment to this Agreement that would have a disproportionate (with respect to the same Class), material and adverse effect on the rights associated with any Units, or impose any additional, disproportionate (with respect to the same Class) and material liability or obligation upon the holder of any Units, shall be effective without the consent of the holders of suc...
Entire Agreement; Integration; Amendments. This Agreement, together with the Preamble and each and every exhibit, appendix, attachment, amendment, schedule and any written supplements hereto, if any, constitutes the entire, integrated agreement between the Parties and supersedes any and all prior oral or written understandings. No amendment, addition to or modification of any provision hereof shall be binding upon the Parties, and neither Party shall be deemed to have waived any provision or any remedy available to it, unless such amendment, addition, modification or waiver is made, in writing, and signed by a duly authorized officer or representative of the Parties.
Entire Agreement; Integration; Amendments. This Agreement, together with the Bylaws, contains the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may only be changed, amended or supplemented by an agreement in writing that is approved by the affirmative vote of Members holding at least a majority of the Voting Percentage Interest without the consent of any other Person, provided that Section 2.5(d) and Section 7.2(a), respectively, may only be changed, amended or supplemented by an agreement in writing that is approved by the affirmative vote of Members holding the respective percentage of Voting Percentage Interest required to take certain actions specified therein. Each of the Members further acknowledges and agrees that, in entering into this Agreement, such Member has not in any way relied upon any oral or written agreements, statements, promises, information, arrangements, understandings, representations or warranties, express or implied, not specifically set forth in this Agreement or the exhibits and schedules hereto. The Exchange shall review any amendment, modification, waiver or supplement to this Agreement and, if such amendment is required, under Section 19 of the Exchange Act and the rules promulgated thereunder, to be filed with, or filed with and approved by, the SEC before such amendment may be effective, then such amendment shall not be effective until filed with, or filed with and approved by, the SEC, as the case may be.
Entire Agreement; Integration; Amendments. (a) This Agreement contains the sole and entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter, including the Citadel Confidentiality Agreement, the Xxxxxxx Confidentiality Agreement and the ISE Confidentiality Agreement. Knight and Citadel agree that the Citadel Confidentiality Agreement terminated in its entirety in accordance with its terms as of July 23, 2007 and that they shall take such actions as are necessary to cause their respective Affiliates who are party to the Citadel Confidentiality Agreement to recognize such termination. Knight and Xxxxxxx agree that the Xxxxxxx Confidentiality Agreement terminated in its entirety in accordance with its terms on September 28, 2007 and that they shall take such actions as are necessary to cause their respective Affiliates who are party to the Xxxxxxx Confidentiality Agreement to recognize such termination.
(b) Subject to the proviso hereafter, this Agreement may be changed or terminated by the Board and the Members in accordance with Section 7.7(a)(2); provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) without the consent of any other Person, the Board may amend Exhibit C from time to time so as to accurately reflect the information contained thereon upon (a) the withdrawal of a Member,
Entire Agreement; Integration; Amendments. This Agreement contains the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.This Agreement may only be changed, amended or supplemented by an agreement in writing executed and delivered by the Members. Any proposed amendment to this Agreement shall be submitted to the BX Board of Directors for review and, if such amendment is required, under Section 19 of the Exchange Act and the rules promulgated thereunder, to be filed with, or filed with and approved by, the SEC before such amendment may be effective, then such amendment shall not be effective until filed with, or filed with and approved by, the SEC, as the case may be.
