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

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. (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 matter, including the Non -Disclosure Agreement between the Company and any existing confidentialityISE Holdings, non-disclosure or similar agreementdated April 24, if any2009, among the Stockholders and/or any Summary of their Affiliates with respect to Proposed Principal Terms between the Corporation. Company and ISE Holdings, dated October 1, 2009, and the Original Operating Agreement. (b) Subject to the proviso hereafter, this Agreement may be amended by changed or terminated only upon the Corporation with unanimous approval of the approval by the Stockholders by Super-Majority ActionMembers; provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) without the Corporation consent of any other Person, the Board may amend Schedule 1 Exhibit A and Exhibit B from time to time so as to accurately accuratel y reflect the information contained thereon upon (Aa) any addition or deletion the Withdrawal of a Stockholder and Member pursuant to Section 9.6, (Bb) the admission of a new Member, (c) any change in the address number of Units owned by a Stockholder Member, or (d) the issuance of additional Units to ISE Holdings as contemplated by the Corporation is notified by such StockholderPurchase Agreement; (ii) any change to the this Agreement that materially materially, adversely and adversely disproportionately affects the material economic or governance rights of a Stockholder disproportionately to the other Stockholders Member shall also require the consent of such disproportionately affected StockholderMember's prior written consent, which consent may be withheld withhe ld or conditioned in such Stockholder’s Member's sole discretion; and (iiii ii) any change to any voting, consent or approval threshold or requirement specified in this Agreement shall require the written consent of Stockholders Members or DirectorsManagers, as the case may be, constituting at least l east such voting, consent or approval threshold or otherwise satisfying such requirement; . (c) Notwithstanding anything contained herein to the contrary, in the event the Company enters into an agreement with any Person for an investment in the Company prior to the Year Two Closing, on terms and conditions more favorable to such Person than the terms and conditions applicable to ISE Holdings in the Purchase Agreement and this Agreement, the Company shall promptly provide a written notice to ISE Holdings thereo f, along with a copy of such agreement, and ISE Holdings shall have the right to require an amendment to the Purchase Agreement and this Agreement to include all of the material terms and conditions granted to such Person. (ivd) 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 Members further acknowledges and agrees that, in entering into this Agreement, such Stockholder 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 sp ecifically set forth in this Agreement or in the exhibits hereto.

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 matter, including the Non -Disclosure Agreement between the Company and any existing confidentialityISE Holdings, non-disclosure or similar agreementdated April 24, if any2009, among the Stockholders and/or any Summary of their Affiliates with respect to Proposed Principal Terms between the Corporation. Company and ISE Holdings, dated October 1, 2009, and the Original Operating Agreement. (b) Subject to the proviso hereafter, this Agreement may be amended by changed or terminated only upon the Corporation with unanimous approval of the approval by the Stockholders by Super-Majority ActionMembers; provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) without the Corporation consent of any other Person, the Board may amend Schedule 1 Exhibit A and Exhibit B from time to time so as to accurately accuratel y reflect the information contained thereon upon (Aa) any addition or deletion the Withdrawal of a Stockholder and Member pursuant to Section 9.6, (Bb) the admission of a new Member, (c) any change in the address number of Units owned by a Stockholder Member, or (d) the issuance of additional Units to ISE Holdings as contemplated by the Corporation is notified by such StockholderPurchase Agreement; (ii) any change to the this Agreement that materially materially, adversely and adversely disproportionately affects the material economic or governance rights of a Stockholder disproportionately to the other Stockholders Member shall also require the consent of such disproportionately affected StockholderMember’s prior written consent, which consent may be withheld withhe ld or conditioned in such StockholderMember’s sole discretion; and (iiii ii) any change to any voting, consent or approval threshold or requirement specified in this Agreement shall require the written consent of Stockholders Members or DirectorsManagers, as the case may be, constituting at least l east such voting, consent or approval threshold or otherwise satisfying such requirement; . (c) Notwithstanding anything contained herein to the contrary, in the event the Company enters into an agreement with any Person for an investment in the Company prior to the Year Two Closing, on terms and conditions more favorable to such Person than the terms and conditions applicable to ISE Holdings in the Purchase Agreement and this Agreement, the Company shall promptly provide a written notice to ISE Holdings thereo f, along with a copy of such agreement, and ISE Holdings shall have the right to require an amendment to the Purchase Agreement and this Agreement to include all of the material terms and conditions granted to such Person. (ivd) 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 Members further acknowledges and agrees that, in entering into this Agreement, such Stockholder 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 sp ecifically set forth in this Agreement or in the exhibits hereto.