Common use of Waivers and Further Agreements Clause in Contracts

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights of the Purchasers and holders of Founder's Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest of the Common Stock (including shares of Common Stock into which any shares of Preferred Stock are convertible) then held or deemed to be held by all Purchasers and holders of Founder's Stock; provided, however, that the rights set forth in Section 5 with respect to the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected by such waiver, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section 5. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's Stock or otherwise treats any one or more of such parties differently than all other such parties.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights of the Purchasers and holders of Founder's ’s Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest of the Common Stock (including shares of Common Stock into which any shares of Preferred Stock are convertible) then held or deemed to be held by all Purchasers and holders of Founder's ’s Stock; provided, however, that the rights set forth in Section 5 with respect to the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected by such waiver, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section 5. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's ’s Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's ’s Stock or otherwise treats any one or more of such parties differently than all other such parties.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights of the Purchasers and holders of Founder's Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest of the Preferred Stock, on an as if converted to Common Stock (including shares of Common Stock into which any shares of Preferred Stock are convertible) basis, then held or deemed to be held by all Purchasers and holders of Founder's Stock; provided, however, that the rights set forth in Section 5 with respect to the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected by such waiver, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section 5. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's Stock or otherwise treats any one or more of such parties differently than all other such parties.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights of the Purchasers and holders of Founder's ’s Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest of the Stock, on an as if converted to Common Stock (including shares of Common Stock into which any shares of Preferred Stock are convertible) basis, then held or deemed to be held by all Purchasers and holders of Founder's ’s Stock; provided, however, that the rights set forth in Section 5 with respect to the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected by such waiver, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section 5. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's ’s Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's ’s Stock or otherwise treats any one or more of such parties differently than all other such parties.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights of the Purchasers and holders of Founder's Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest of the Common Stock (including shares of Common Stock into which any shares of Preferred Stock are convertible) then held or deemed to be held by all Purchasers and holders of Founder's StockPurchasers; providedPROVIDED, howeverHOWEVER, that the rights set forth in Section SECTION 5 with respect to the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected by such waiver, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section SECTION 5. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's Stock or otherwise treats any one or more of such parties Purchasers differently than all other such partiesPurchasers.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights of the Purchasers and holders of Founder's Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest of the Stock, on an as if converted to Common Stock (including shares of Common Stock into which any shares of Preferred Stock are convertible) basis, then held or deemed to be held by all Purchasers and holders of Founder's Stock; provided, however, that the rights set forth in Section 5 with respect to the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected by such waiver, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section 5. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's Stock or otherwise treats any one or more of such parties differently than all other such parties.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights Any of the Purchasers and holders provisions of Founder's Stock under this Agreement may be waived by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest with the written consent of (a) Founders owning a majority of the Common Stock (including Shares then owned by all Founders, and for the purpose of such computation, the number of shares of Common Stock into which any shares of Preferred Stock are convertible) then held or deemed to be held by all Purchasers and holders each holder of Founder's Stock; providedPreferred Shares shall be calculated by determining the number of shares of Common Stock the Preferred Shares would be converted into, however, that the rights set forth in Section 5 with respect to the designation assuming conversion of such Preferred Shares as of the Board of Directors of the Company may not date such action is to be waived without the prior written consent of the constituency affected by such waivertaken, which waiver shall be obtained in a manner consistent withbind all of the Founders and (b) Investors owning two-thirds of the Shares then owned by all Investors, and for the purpose of such computation, the number of shares deemed to be held by each such Investor shall require be calculated by determining the same percentages prescribed innumber of shares of Common Stock which would be issuable to such Investor upon the conversion, Section 5exercise or exchange of securities that are convertible, exercisable or exchangeable into, or for (whether directly or indirectly) shares of Common Stock assuming the like conversion, exercise, and exchange of such securities as of the date such action is to be taken, which waiver shall bind all of the Investors. The foregoing sentence shall not apply to Sections 2 and 3. Any waiver by any party Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties Parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party Party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Purchasers or holders of Founder's Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's Stock or otherwise treats any one or more of such parties differently than all other such parties.

Waivers and Further Agreements. Except as otherwise expressly set forth herein, the rights Any of the Purchasers and holders provisions of Founder's Stock under this Agreement may be waived (a) with respect to performance by an instrument in writing executed and delivered by Purchasers holding at least two-thirds in interest a Stockholder, with the consent of the Common Stock then holders of a majority of (including i) the Shares (in the case of the Preferred Stock, the number of shares shall be the number of shares of Common Stock into which any shares of the Preferred Stock are is convertible) then held or deemed to be held on the date of this Agreement by all Purchasers the other Stockholders and holders (ii) the total of Founder's Stock; provided, however, that the rights set forth in Section 5 issued and outstanding Investor Shares and (b) with respect to performance by an Investor and its Qualified Transferees, with the designation of the Board of Directors of the Company may not be waived without the prior written consent of the constituency affected then holders of a majority of the total of the issued and outstanding Shares held on the date hereof by such waiverthe Stockholders, which waiver shall be obtained in a manner consistent with, and shall require the same percentages prescribed in, Section 5each case by an instrument in writing. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved .Nothing contained in accordance herewith this Agreement shall be effective if and deemed a waiver of any rights of any party arising from transfers of Investor Shares prior to the extent that such waiver grants to any one or more Purchasers or holders of Founder's Stock any rights more favorable than any rights granted to all other Purchasers and holders of Founder's Stock or otherwise treats any one or more of such parties differently than all other such partiesdate hereof.