Common use of Waivers and Amendments; Rights Cumulative; Consent Clause in Contracts

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”. Notwithstanding the foregoing, Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1 and 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Required Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) would have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party; and (b) the ’s prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment revisions to the definition of “Requisite Commitment Parties”Schedule. Notwithstanding the foregoing, the Debt Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Required Commitment Parties to reflect changes in the composition of the Debt Commitment Parties and Backstop Debt Commitment Percentages Percentage as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1 Section 6.1, Section 6.3 and 7.3Section 6.4, the waiver of which shall be governed solely by Article VIIVI) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Required Commitment Parties only by a written instrument executed by the Requisite Required Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a upon written instrument signed consent by the Company and the Requisite Commitment Parties; providedConsenting Noteholders, that (a) any Commitment Party’s prior written consent shall be required solely as permitted in the Voting/Consent Structure and including, for any amendment that wouldthe avoidance of doubt, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price rights of Private Placement Parties to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse dissent and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party withdraw from this Agreement as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”set forth therein. Notwithstanding the foregoing, (i) the Private Placement Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties Consenting Noteholders to reflect changes in the composition of the Commitment Private Placement Parties and Backstop Commitment Private Placement Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. Agreement and (ii) Sections 9.5(a) and 10.17 may be amended, restated, modified or changed only upon written consent of the Company and each of the Initial Private Placement Parties.. The terms and conditions of this Agreement (other than the conditions set forth in Sections Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties Consenting Noteholders only by a written instrument executed by the Requisite Commitment PartiesConsenting Noteholders solely as permitted in the Voting/Consent Structure. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment (other than in accordance with Section 10.17) that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”. Notwithstanding the foregoing, Schedule 1 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1 and 7.37.1, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties, and to the extent permitted in accordance with the terms of the A&R PSA; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price to be paid in respect of the Unsubscribed SharesSecurities, or (iii) have a materially adverse and disproportionate effect on such Commitment Party; Party and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”that would, directly or indirectly modify a Significant Term. Notwithstanding the foregoing, Schedule 1 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1 and 7.3Section 7.1, the waiver and amendment of which shall be governed solely by Article VII, the waiver and amendment of which shall be governed by their respective terms) may be waived or amended (A) by the Debtors Filing Entities only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party; Party and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”that would, directly or indirectly modify a Significant Term. Notwithstanding the foregoing, Schedule 1 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Commitment Backstop Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1 and 7.3, the waiver of which shall be governed solely by Article VII, the waiver of which shall be governed by their respective terms) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a upon written instrument signed consent by the Company and Investors Beneficially Owning at least a majority of the Requisite Commitment Partiesoutstanding Private Placement Shares; provided, however, that any amendment, restatement, modification or change to (ax) any Commitment Party’s prior Section 5.4 or Section 5.5 or the defined terms used therein shall become effective upon, and only upon, the written consent of the Company and Xxxxxxx or (y) Article 6 or the defined terms used therein shall be required for any amendment that wouldbecome effective upon, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentageand only upon, (ii) increase the Per Share Purchase Price to be paid written consent of the Company and the Investors Beneficially Owning at least 90% of the then-outstanding Registrable Securities whose rights, privileges and obligations in respect of the Unsubscribed SharesRegistrable Securities then held by such Investors are adversely affected by such amendment, restatement, modification or change (iii) have a materially adverse and disproportionate effect including, for purposes of this Section 7.6, the Registrable Securities into which the Private Placement Shares are then convertible, disregarding any limitation on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”. Notwithstanding the foregoing, Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes convertibility set forth in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted Preferred Stock Amendment). Any amendment, restatement, modification or change effected in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1 and 7.3, the waiver of which Section 7.6 shall be governed solely by Article VII) may be waived (A) by binding upon the Debtors only by a written instrument executed by Investors, each transferee or future holder of the Company Private Placement Shares, and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment PartiesCompany. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a upon written instrument signed consent by the Company and the Requisite Consenting Noteholders, solely as permitted in the Voting/Consent Structure and including, for the avoidance of doubt, the rights of Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Per Share Purchase Price Parties to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse dissent and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party withdraw from this Agreement as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”set forth therein. Notwithstanding the foregoing, (i) the Backstop Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties Consenting Noteholders to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this AgreementAgreement and (ii) Sections 9.5(a) and 10.17 may be amended, restated, modified or changed only upon written consent of the Company and each of the Initial Commitment Parties. The terms and conditions of this Agreement (other than the conditions set forth in Sections Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties Consenting Noteholders only by a written instrument executed by the Requisite Commitment PartiesConsenting Noteholders solely as permitted in the Voting/Consent Structure. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.