Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 3 contracts

Samples: Subordinated Note Purchase Agreement (Bancplus Corp), Subordinated Note Purchase Agreement (Orange County Bancorp, Inc. /DE/), Subordinated Note Purchase Agreement (Riverview Financial Corp)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 3 contracts

Samples: Subordinated Note Purchase Agreement (Greene County Bancorp Inc), Subordinated Note Purchase Agreement (Greene County Bancorp Inc), Subordinated Note Purchase Agreement (Independent Bank Corp /Mi/)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective unless in writing and except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the ~~Purchasers~~ Purchaser to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the ~~Purchasers~~ Purchaser to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the ~~Purchasers~~ Purchaser to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the ~~Purchasers~~ Purchaser of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Coastal Financial Corp), Subordinated Note Purchase Agreement (Coastal Financial Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make a Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii~~) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii~~) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Central Federal Corp), Subordinated Note Purchase Agreement (Patriot National Bancorp Inc)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6~~ 5 (Events of Default; Acceleration), ; Section 7 6 (Failure to Make Payments), ; Section 16 7 (Affirmative Covenants of the Company); Section 8 (Negative Covenants of the Company); Section 14 (Priority), ; or Section 18 16 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Uwharrie Capital Corp), Subordinated Note Purchase Agreement (Uwharrie Capital Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated ~~Notes~~ Note shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the ~~Purchasers~~ Purchaser to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the ~~Purchasers~~ Purchaser to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the ~~Purchasers~~ Purchaser to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the ~~Purchasers~~ Purchaser of ~~their~~ his rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (First Guaranty Bancshares, Inc.), Subordinated Note Purchase Agreement (First Guaranty Bancshares, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (ia) reduce the principal amount of the Subordinated Note; (iib) reduce the rate of or change the time for payment of interest on any Subordinated Note; (~~iii~~c) extend the maturity of any Subordinated Note; , (ivd) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (ve) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vif) make any changes to Section ~~4(c) (Partial Redemption), Section 6~~ 5 (Events of Default; Acceleration), ; Section 7 6 (Failure to Make Payments), ; Section 16 7 (~~Priority~~Affirmative Covenants of the Company), ; or Section 18 8 (~~Waiver and Consent~~Negative Covenants of the Company) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; ~~(vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note;~~ or (~~viii~~g) disproportionately and adversely affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Security Federal Corp), Subordinated Note Purchase Agreement (Security Federal Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the Noteholders of in excess of fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each ~~holder~~ Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c)~~ 4 (~~Partial Redemption~~Merger and Sale of Assets), Section 6 5 (Events of Default; Acceleration; Compliance Certificate), Section 6 (Affirmative Covenants of the Issuer), Section 7 (Negative Covenants of the Issuer), Section 8 (Failure to Make ~~Payments), Section 16 (Priority~~Payment), or Section 18 19 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any ~~holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder~~ Noteholder of a Subordinated Note; or (~~viii~~vii) disproportionately affect ~~the rights of~~ any of the ~~holders~~ Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the ~~holders~~ Noteholder of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any ~~holder~~ Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any ~~holder~~ Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (BankGuam Holding Co), Subordinated Note Purchase Agreement (Sb Financial Group, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii~~) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii~~) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes under this Agreement and the Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement, Subordinated Note Purchase Agreement (Wellesley Bancorp, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 5 (Events of Default; Acceleration), Section 7 6 (Failure to Make Payments), Section 16 7 (~~Priority~~Affirmative Covenants of the Company), Section 8 (Negative Covenants of the Company), or Section 18 15 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to ~~this~~ Section 7.3 (Waiver or Amendment) of this Agreement that adversely affects the rights of any consenting holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes; or (ix) modify the terms of subordination of the affected Subordinated Note in a manner adverse to the holder. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or ~~inconsistency~~ inconsistency, to ensure that the proceeds from the sale of the Subordinated Notes continues to qualify as Tier 2 Capital to the Company, or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a the Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by at law or in equity. No notice or demand on the Company in any case shall, in and of itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, ~~expressed~~ express or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (ENB Financial Corp), Subordinated Note Purchase Agreement (First Keystone Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7~~ 9 (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated ~~Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the~~ Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, ~~expressed~~ express or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/), Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 5 (Events of Default; Acceleration), Section 7 6 (Failure to Make Payments), Section 16 7 (~~Priority~~Affirmative Covenants of the Company), Section 8 (Negative Covenants of the Company), or Section 18 16 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to ~~this~~ Section 7.3 (Waiver or Amendment) of this Agreement that adversely affects the rights of any consenting holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes, or (ix) modify the terms of subordination of the affected Subordinated Note in a manner adverse to the holder. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or ~~inconsistency~~ inconsistency, to ensure that the proceeds from the sale of the Subordinated Notes continues to qualify as Tier 2 Capital to the Company, or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a the Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by at law or in equity. No notice or demand on the Company in any case shall, in and of itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, ~~expressed~~ express or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company..

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Franklin Financial Services Corp /Pa/), Subordinated Note Purchase Agreement (Franklin Financial Services Corp /Pa/)

Waiver or Amendment. ~~Except~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes (including, in each case, past defaults) shall be effective against Purchaser or any Holder (as ~~may apply to~~ defined in the Subordinated Notes) unless in writing and signed by the Holders of Subordinated Notes representing a majority of the aggregate outstanding principal of the Subordinated Notes, and no waiver or amendment of any ~~particular waiving~~ term, provision, condition or ~~consenting Noteholder~~agreement herein shall be effective against the Company unless in writing and signed by the Company. Notwithstanding the foregoing, without the consent of all holders of Subordinated Notes in writing, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes (including, in each case, past defaults) shall be effective ~~except with~~ against Purchaser or any Holder which purports to (a) change the ~~consent~~ Maturity Date or the stated payment date of ~~at least fifty percent (50%)~~ any payment of interest payable on any Security, or reduce the ~~aggregate~~ principal amount ~~(excluding any Subordinated Notes held by the Company~~ thereof, or any amount of ~~its Affiliates~~interest payable thereon; or (b) change the method of computing the amount of principal of the Subordinated Notes or any interest payable thereon on any date, or change the coin or currency in which the Subordinated Notes or any payment of interest thereon is payable; or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at the ~~time outstanding~~Maturity Date or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be; ~~provided, however, that without~~ or (d) change or waive the ~~consent~~ redemption or repayment provisions of ~~each holder of an affected~~ the Subordinated ~~Note, no such amendment~~ Notes; or ~~waiver may:~~ (ie) reduce the percentage in principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes~~; (vi) make any changes to Section 4(c) (Partial Redemption)~~, Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of ~~the~~ whose holders ~~of the Subordinated Notes to cure~~ is required for any ~~ambiguity, defect~~ such waiver or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.amendment; or

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (QCR Holdings Inc), Subordinated Note Purchase Agreement (QCR Holdings Inc)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (CNB Financial Corp/Pa), Subordinated Note Purchase Agreement (Bancplus Corp)

Waiver or Amendment. Except as may apply to ~~any~~ a particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 5 (Events of Default; Acceleration), ; Section 7 6 (Failure to Make Payments), ; Section 16 7 (~~Priority~~Affirmative Covenants of the Company), ; Section 8 (Negative Covenants of the Company) or Section 18 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any ~~holder of a Subordinated Note~~Purchaser; or (viii) disproportionately and adversely affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.21

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Sound Financial Bancorp, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes and Original Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make a Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by ~~a Purchaser~~ any party hereto or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Sterling Bancorp, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7~~ 9 (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (BankGuam Holding Co)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (ia) reduce the principal amount of the Subordinated Note; (iib) reduce the rate of or change the time for payment of interest on any Subordinated Note; (~~iii~~c) extend the maturity of any Subordinated Note; , (ivd) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (ve) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vif) make any changes to Section ~~4(c) (Partial Redemption), Section 6~~ 5 (Events of Default; Acceleration), ; Section 7 6 (Failure to Make Payments); Section 7 (Affirmative Covenants of the Company); Section 8 (Negative Covenants of the Company), Section 16 14 (Priority), ) or Section 18 16 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; ~~(vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note;~~ or (~~viii~~g) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Pinnacle Bankshares Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii~~) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii~~) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes under this Agreement and the Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes~~, or to make~~ ; provided that any such change ~~that~~ does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Salisbury Bancorp Inc)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of greater than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by ~~a Purchaser~~ any party hereto or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, ; entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Five Star Bancorp)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 5 (Events of Default; Acceleration), ; Section 7 6 (Failure to Make Payments), ; Section 16 7 (~~Priority~~Affirmative Covenants of the Company), ; Section 8 (Negative Covenants of the Company) or Section 18 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any ~~holder of a Subordinated Note~~Purchaser; or (viii) disproportionately and adversely affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case 000-0000-0000/2/AMERICAS shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Capital Bancorp Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (ia) reduce the principal amount of the Subordinated Note; (iib) reduce the rate of or change the time for payment of interest on any Subordinated Note; (~~iii~~c) extend the maturity of any Subordinated Note; , (ivd) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (ve) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vif) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), ) or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (~~vii~~g) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (~~viii~~g) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Salisbury Bancorp Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (ia) reduce the principal amount of the Subordinated Note; (iib) reduce the rate of or change the time for payment of interest on any Subordinated Note; (~~iii~~c) extend the maturity of any Subordinated Note; , (ivd) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (ve) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vif) make any changes to ~~Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration),~~ Section 7 (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; ~~(vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note;~~ or (~~viii~~g) disproportionately and adversely affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (CB Financial Services, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (HomeTown Bankshares Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement ~~herein~~ contained in this Agreement or in the Subordinated Notes shall be effective except with the consent of ~~at least fifty percent (~~the holders of not less than 50~~%) of the~~ % in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any parent corporation or Subsidiary of ~~its Affiliates~~Company) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each ~~holder~~ Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of ~~the~~ any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of ~~the~~ Company under ~~this Agreement and~~ the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of ~~this Agreement or~~ the Subordinated Notes; (vi) make any changes to the following sections of the Subordinated Notes: Section 4(c) (Partial Redemption), ; Section 6 (Events of Default; Acceleration), ; Section 7 (Failure to Make Payments), ; Section 8 (Negative Covenants of the Company); Section 14 (Priority) or Section 16 ~~(Priority), or Section 18~~ (Waiver and Consent~~) of the Subordinated Notes that~~ ), which adversely affects the rights of any ~~holder of a Subordinated Note~~Noteholder; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the ~~holders~~ Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the ~~holders of the Subordinated Notes~~ Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any ~~holder~~ Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a ~~Purchaser~~ Noteholder or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the Purchasers~~ Noteholder to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the Purchasers~~ Noteholder to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the Purchasers~~ Noteholder to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the Purchasers~~ Noteholder of ~~their~~ its rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Ameriserv Financial Inc /Pa/)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of greater than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by ~~a Purchaser~~ any party hereto or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Five Star Bancorp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6~~ 5 (Events of Default; Acceleration), ; Section 7 6 (Failure to Make Payments), ; Section 16 7 (Affirmative Covenants of the Company); Section 8 (Negative Covenants of the Company); Section 14 (Priority), ; or Section 18 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Old Point Financial Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii~~) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii~~) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Northeast Bancorp /Me/)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such ~~failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.~~failure

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (First Us Bancshares, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the prior written consent of ~~at least~~ the holders of more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which ~~payment~~ payments of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes; or (viii) amend or modify the immediately preceding subsections (i)-(vii). Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by ~~a Purchaser~~ any party hereto or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice to or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Smartfinancial Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Blue Ridge Bankshares, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes (including, in each case, past defaults) shall be effective ~~except with~~ against a Purchaser or any Holder (as defined in the ~~consent~~ Subordinated Notes) unless in writing and signed by the Holders of ~~at least fifty percent (50%)~~ Subordinated Notes representing a majority of the aggregate outstanding principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each ~~holder~~ Holder of an affected Subordinated ~~Note~~Notes, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 (Events of Default; Acceleration~~), Section 7 (Failure to Make Payments), Section 16 (Priority),~~ ) or Section 18 14 (~~Waiver and Consent~~Amendments; Waivers) of the Subordinated Notes that adversely affects the rights of any ~~holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder~~ Holder of a Subordinated Note; or (~~viii~~vii) disproportionately affect the rights of any of the ~~holders~~ Holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the ~~holders~~ Holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any ~~holder~~ Holder of any of the Subordinated Notes. No waiver or amendment of any term, provision, condition or agreement herein or in the Subordinated Notes (including, in each case, past defaults) shall be effective against the Company unless in writing and signed by the Company. No failure to exercise or delay in exercising, by a Purchaser or any ~~holder~~ Holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Bancfirst Corp /Ok/)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least ~~fifty percent (50%)~~ a majority of the ~~aggregate~~ principal amount of the Subordinated Notes at the time outstanding (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates~~) of the Subordinated Notes at the time outstanding~~); provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make a Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (FVCBankcorp, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the ~~Subordinated~~ Senior Notes shall be effective except with the written consent of the holders of at least fifty percent (50%) of the aggregate principal amount ~~(excluding any Subordinated Notes held by the Company or any of its Affiliates)~~ of the ~~Subordinated~~ Senior Notes at the time outstanding; provided, however, that without the consent of each holder of an affected ~~Subordinated~~ Senior Note, no such amendment or waiver may: (i) reduce the principal amount of the ~~Subordinated~~ Senior Note; (ii) reduce the rate of or change the time for payment of interest on any ~~Subordinated~~ Senior Note; (iii) extend the maturity of any ~~Subordinated~~ Senior Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the ~~Subordinated~~ Senior Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding ~~Subordinated~~ Senior Notes required to approve any amendment of this Agreement or the ~~Subordinated~~ Senior Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7~~ 5 (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the ~~Subordinated~~ Senior Notes that adversely affects the rights of any holder of a ~~Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated~~ Senior Note; or (~~viii~~vii) disproportionately and adversely affect the rights of any of the holders of the then outstanding ~~Subordinated~~ Senior Notes. Notwithstanding the foregoing, the Company may amend or supplement the ~~Subordinated~~ Senior Notes without the consent of the holders of the ~~Subordinated~~ Senior Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated ~~Subordinated~~ Senior Notes in addition to or in place of certificated ~~Subordinated~~ Senior Notes, or to make any change that does not adversely affect the rights of any holder of any of the ~~Subordinated~~ Senior Notes. No failure to exercise or delay in exercising, by ~~a Purchaser or~~ any holder of the ~~Subordinated~~ Senior Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Senior Note Purchase Agreement (Patriot National Bancorp Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii~~) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii~~) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (United Bancorp Inc /Oh/)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 (Events of Default; Acceleration), ) or Section 7 (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Stewardship Financial Corp)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to this Section ~~4(c)~~ 8.3 or to Section 4 (~~Partial Redemption~~Merger and Sale of Assets), Section 6 5 (Events of Default; Acceleration; Compliance Certificate), Section 7 (~~Failure to Make Payments), Section 16 (Priority~~Negative Covenants), or Section 18 8 (~~Waiver and Consent~~Failure to Make a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Quaint Oak Bancorp Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the Noteholders holding more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Eagle Bancorp Montana, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7~~ 8 (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Village Bank & Trust Financial Corp.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the {Clients/1716/00404482.DOCX/ } 21 Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Eagle Financial Services Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, ,no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section ~~7 (Failure~~ 7(Failure to Make Payments), Section 16 (Priority), or Section ~~18 (Waiver~~ 18(Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii) disproportionately affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (LINKBANCORP, Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of ~~the~~ any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 (Events of Default; Acceleration; Compliance Certificate), Section 7 (Failure to Make Payments), Section 16 8 (~~Priority),~~ Affirmative Covenants of the Company) or Section 18 9 (~~Waiver and Consent~~Negative Covenants of the Company) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law, except as provided for in the Subordinated Notes. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Bay Banks of Virginia Inc)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section 7~~ 9 (Failure to Make ~~Payments), Section 16 (Priority), or Section 18 (Waiver and Consent~~a Payment) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated ~~Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the~~ Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, ~~expressed~~ express or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Franklin Financial Network Inc.)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least fifty percent (~~the holders of more than 50~~%) of the~~ % in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events~~ of ~~Default; Acceleration), Section 7~~ the Subordinated Notes (Failure to Make Payments), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (~~viii~~vii) disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any immaterial ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a ~~Purchaser or~~ Purchaser, any holder of the Subordinated Notes, or Company, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Farmers & Merchants Bancorp Inc)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (BCB Bancorp Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting ~~Noteholder~~Holder (as defined in the Subordinated Note), no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section ~~4(c) (Partial Redemption), Section 6 (Events of Default; Acceleration), Section~~ 7 (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Nicolet Bankshares Inc)

Waiver or Amendment. Except as may apply to any particular waiving or consenting Noteholder, no waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of at least fifty percent (50%) of the aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that~~ disproportionately and adversely ~~affects the rights of any holder of a Subordinated Note; or (viii) disproportionately~~ affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (BankFinancial CORP)

Waiver or Amendment. ~~Except as may apply to any particular waiving or consenting Noteholder, no~~ No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of ~~at least~~ the holders of not less than more than fifty percent (50%) ~~of the~~ in aggregate principal amount (excluding any Subordinated Notes held by ~~the~~ Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; , (iv) change the currency in which payment of the obligations of ~~the~~ Company under this Agreement and the Subordinated Notes are to be made; or (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; , (vi) make any changes to Section ~~4(c) (Partial Redemption), Section~~ 6 ~~(Events of Default; Acceleration), Section 7~~ (Failure to Make a Payments~~), Section 16 (Priority), or Section 18 (Waiver and Consent~~) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; or (vii) ~~make any changes to this Section 7.3 (Waiver or Amendment) that adversely affects the rights of any holder of a Subordinated Note; or (viii)~~ disproportionately affect ~~the rights of~~ any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, ~~the~~ Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by a Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on ~~the~~ Company in any case shall, in itself, entitle ~~the~~ Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of ~~the~~ Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by ~~the~~ Purchasers to or of any breach or default by ~~the~~ Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of ~~the~~ Company hereunder. Failure on the part of ~~the~~ Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by ~~the~~ Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by ~~the~~ Company.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Carolina Trust BancShares, Inc.)

Common use of Waiver or Amendment Clause in Contracts