Waiver; Amendment; Termination Sample Clauses

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 the Company and the holders of at least 75% of the Registrable Securities held by the parties hereto at the time of such proposed amendment or modification.

Waiver; Amendment; Termination. (a) The provisions of this Agreement, including the provisions of this sentence, may not be amended, waived, 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 (as determined on a fully-diluted basis); provided, however, that in no event shall the obligations of any holder of Registrable Securities be materially increased or the rights of any Investor be adversely affected (without similarly adversely affecting the rights of all Investors), 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 eighth anniversary of the IPO and (ii) the date on which there are no Registrable Securities.

Waiver; Amendment; Termination. (a) No provision of this Agreement may be amended, waived or otherwise modified (either generally or in a particular instance, and either retroactively or prospectively) except by an instrument in writing executed by the Company with approval of the Board of Directors and Stockholders holding at least 60% of the outstanding Common Share Equivalents held by Stockholders at the time of such proposed amendment or modification; provided that any amendment that would disproportionately impose restrictions in addition to the transfer restrictions set forth in ARTICLE 3 on a dissenting Stockholder’s right to transfer its Shares, shall require the consent of the Stockholder so affected; provided further that any amendment of Section 2.01(a)(i) and Section 2.01(a)(ii) may not be effected without, and shall require, the consent of each Fund whose rights pursuant to such Section 2.01(a)(i) and Section 2.01(a)(ii) are affected by such amendment; provided further that any amendment of Section 3.06 (and the definitions referenced or used therein) may not be effected without, and shall require, the consent of BSC; provided further that any Investors purchasing shares under the Series E Purchase Agreement after the Initial Closing (as defined in the Series E Purchase Agreement) may become parties to this Agreement as a “Preferred Stockholder” without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Stockholder; provided further that any amendment of the definition of “Qualified Holder” that adversely affects the rights of a holder of Series D Preferred Shares to be treated as a Qualified Holder under this Agreement, if such holder of Series D Preferred Shares was a Qualified Holder after the Initial First Tranche Closing of the Series D Financing, shall not be effective against such holder of Series D Preferred Shares without the written consent thereto of the holders of at least 80% of the then outstanding Series D Preferred Shares; provided further that any amendment of Section 5.02 (or any of the definitions referenced or used therein) that adversely affects the rights of a holder of Series D Preferred Shares under such Section shall not be effective against such holder of Series D Preferred Shares without the written consent thereto of the holders of at least 80% of the then outstanding Series D Preferred Shares; and provided further that any amendment to Section 4.03 relating to exclusions of securities purchased in t...

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 Stockholders disproportionately as compared to the Sponsors (taking into account and considering the rights of Management Stockholders prior to such amendment or modification), shall require the prior written consent of the holders of a majority of the shares of Common Stock then held by the Management Stockholders; provided, further, that any waiver, amendment or modification that materially and adversely affects a Stockholder disproportionately as compared to all other Stockholders, shall require the prior written consent of a majority-in-interest of such Stockholders 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 Sections 7.06, 7.07, 7.08 and 7.09 and all of this Article 9.

Waiver; Amendment; Termination. No provision of this Agreement may be amended, waived or otherwise modified, except by an instrument in writing executed by the Sugar and Ethanol 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) 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 at least 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 Shareholder be adversely affected (without similarly adversely affecting the rights of all Shareholders), 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) The right of any Shareholder to request registration or inclusion of Registrable Securities in any registration hereunder 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 remaining Registrable Securities held by the Shareholders party hereto.

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.