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.
Appears in 2 contracts
Samples: Shareholder Agreement (Avista Capital Partners III GP, L.P.), Shareholders Agreement (Osmotica Pharmaceuticals PLC)
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 Stockholders disproportionately as compared to the Sponsors (taking into account and considering the rights of Management Shareholders Stockholders prior to such amendment or modification), shall require the prior written consent of the holders of a majority of the Ordinary Shares shares of Common Stock then held by the Management ShareholdersStockholders; provided, further, that any waiver, amendment or modification that materially and adversely affects a Shareholder Stockholder disproportionately as compared to all other ShareholdersStockholders, shall require the prior written consent of a majority-in-interest of such Shareholders 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 Section 4.06,Section 4.06 Section 4.08Sections 7.06, Section 4.08 7.07, 7.08 and Section 4.09 7.09 and all of this ARTICLE 7Article 9.
Appears in 2 contracts
Samples: Stockholders Agreement (INC Research Holdings, Inc.), Stockholders Agreement (INC Research Holdings, Inc.)
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 4.06 Section 4.08, Section 4.08 and Section 4.09 and all of this ARTICLE 7.
Appears in 1 contract
Samples: Shareholder Agreement (Osmotica Pharmaceuticals LTD)
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 4.08Sections 4.06, Section 4.07, 4.08 and Section 4.09 and all of this ARTICLE 7.
Appears in 1 contract
Samples: Shareholder Agreement (Osmotica Pharmaceuticals PLC)
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 each of the Requisite ConsentSponsors who owns at least 50% of its Initial Shares (or, if no Sponsor owns at least 50% of its Initial Shares at such time, then a majority of the Sponsors); 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 majority 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 Securitiesupon the earlier to occur of (i) the IPO, except for (ii) a Change of Control of the Company and (iii) the bankruptcy, liquidation, dissolution or winding-up of the Company; provided, however, the provisions of Article 6, Sections 7.03, 7.04, 7.05, 7.07 and Article 8 shall survive the IPO and the provisions of Section 4.06,Section 4.06 Section 4.08, Section 4.08 and Section 4.09 and all of this ARTICLE 73.05 shall terminate as provided therein.
Appears in 1 contract