Waiver; Amendment; Termination. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by all parties hereto.
Waiver; Amendment; Termination. (a) The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and holders of a majority of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of Registrable Securities be materially increased or the rights of any Stockholder be adversely affected (without similarly adversely affecting the rights of all Stockholders), except upon the written consent of such holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.
(b) This Agreement shall terminate upon the earlier to occur of (i) the fifth anniversary of the First Public Offering and (ii) the date on which there are no Registrable Securities.
Waiver; Amendment; Termination. No provision of this Agreement may be amended, waived or otherwise modified, except by an instrument in writing executed by the Downstream Co with approval of the Supervisory Board and each Shareholder that is a Party at the time of that proposed amendment or modification. In addition, any Party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the Party against whom the waiver is to be effective.
Waiver; Amendment; Termination. (a) No provision of this Agreement may be waived, amended or otherwise modified except by an instrument in writing executed by (i) the Company and (ii) with the Requisite Consent; provided, however, that any waiver, amendment or modification that adversely affects Management Shareholders disproportionately as compared to the Sponsors (taking into account and considering the rights of Management Shareholders prior to such amendment or modification), shall require the prior written consent of the holders of a majority of the Ordinary Shares then held by the Management Shareholders; provided, further, that any waiver, amendment or modification that materially and adversely affects a Shareholder disproportionately as compared to all other Shareholders, shall require the prior written consent of a majority-in-interest of such Shareholders so adversely affected; provided, further, that no update of any Schedule hereto shall be deemed to constitute an amendment to this Agreement.
(b) This Agreement shall terminate at such time that there are no Registrable Securities, except for the provisions of Section 4.06,Section 4.06 Section 4.08, Section 4.08 and Section 4.09 and all of this ARTICLE 7.
Waiver; Amendment; Termination. (a) This Agreement (including any schedule hereto) may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, and Stockholders holding no less than a majority of the then outstanding Voting Securities; provided, however, that:
(i) the consent of any 2006 Rollover Holder shall be required for any amendment, modification, extension, waiver, or termination under this Agreement (an “Amendment”) that discriminates against such 2006 Rollover Holder or adversely affects the rights of such 2006 Rollover Holder as such under this Agreement;
(ii) if the Golden Gate Investor owns at least 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment; and if the Golden Gate Investor owns less than 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment that discriminates against the Golden Gate Investor or adversely affects the rights of the Golden Gate Investor under this Agreement;
(iii) if the CCCS Holders collectively own at least 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment; and if the CCCS Holders collectively own less than 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment that discriminates against any CCCS Holder or adversely affects the rights of any CCCS Holder under this Agreement;
(iv) the consent of the holders of a majority of the Company Securities held by all Management Holders shall be required for any Amendment that discriminates against the Management Holders or adversely affects the rights of such Management Holders as such under this Agreement; and
(v) the consent of any party shall be required for any Amendment that discriminates against such party or adversely affects the rights of such party. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party or holder, and no waiver of any right hereunder will be effective unless in writing signed by the party against whom such waiver would purport to be enforceable. To the extent the Amendment of any
Waiver; Amendment; Termination. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Stockholders (including FP) holding at least 50% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification.
(b) Any amendment or modification of any provision of this Agreement that would adversely affect FP may be effected only with the consent of FP.
Waiver; Amendment; Termination. (a) No provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing executed by each of the parties hereto. In addition, any party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by such party, and no waiver by any party hereto of ay provision of the Agreement shall be effective unless so executed in writing by such party; provided that for purposes of any amendment or modification hereof or waiver of any provision hereunder, the Workers United Related Parties shall be deemed to be one party, and Workers United may take such action on behalf of the Workers United Related Parties. No consideration shall be offered or paid to any Workers United Related Party to amend or consent to a waiver or modification of any provision of this Agreement unless the other Workers United Related Parties are offered the same consideration on a pro rata basis (based on the number of Bank Securities held).
(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c) This Agreement shall terminate automatically and immediately and be of no further force or effect upon the earliest to occur of the following:
(i) a single Person becoming the owner of all of the outstanding Voting Securities;
(ii) the receivership, bankruptcy, liquidation or dissolution of the Bank;
(iii) at such time as the Workers United Related Parties, together with their Affiliates and Permitted Transferees, collectively hold a number of Class A Common Stock that represents less than ten percent (10%) of the total voting power of all then-outstanding Voting Securities; or
(iv) the twentieth (20th) anniversary of the date of this Agreement.
Waiver; Amendment; Termination. The parties to this Agreement hereby agree and acknowledge that the Corporation has, as of, and at all times prior to, the date of this Agreement, complied with all of its obligations under the Prior Agreement and that the Corporation shall have no liability or obligation to pay any damages under the Prior Agreement with respect to any right, covenant or obligation arising under the Prior Agreement at any time prior to the date of this Agreement. All provisions of, rights granted and covenants made in, the Prior Agreement are hereby waived, released and superseded, with full retrospective and prospective effect, in their entirety and shall have no further force or effect.
Waiver; Amendment; Termination. (a) Subject to Section 3.03(b), no provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing executed by the Company with approval of the Board of Directors and Stockholders holding at least a majority of all Shares (as determined on a Common Equivalents and Fully-Diluted basis), held by the parties hereto at the time of such proposed amendment or modification. In addition, any party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the party against whom the waiver is to be effective.
(b) In addition, any amendment, waiver or modification of any provision of this Agreement that would materially and adversely affect any Stockholder in a manner that is disparate from the manner in which it affects other Stockholders may be effected only with the consent of the Stockholder so affected.
Waiver; Amendment; Termination. The parties to this Agreement hereby agree and acknowledge that the Corporation has, as of, and at all times prior to, the date of this Agreement, complied with all of its obligations under the Prior Agreement and the Prior Second Agreement and that the Corporation shall have no liability or obligation to pay any damages under the Prior Agreement or the Prior Second Agreement with respect to any right, covenant or obligation arising under the Prior Agreement or the Prior Second Agreement at any time prior to the date of this Agreement. All provisions of, rights granted and covenants made in, the Prior Agreement or the Prior Second Agreement are hereby waived, released and superseded, with full retrospective and prospective effect, in their entirety and shall have no further force or effect. The Prior Second Agreement is hereby terminated in its entirety without any liability of any party thereunder whatsoever and shall have no further force or effect.
