Common use of Written Modifications Clause in Contracts

Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors holding not less than 70% of the Outstanding Company Shares held by all Sponsors; provided, however, the admission of new parties pursuant to the terms of Section 3.3 shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.2. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor in a manner disproportionate to the rights of the Sponsors approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor shall also be required. Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

Appears in 4 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Avago Technologies LTD), Shareholder Agreement (Avago Technologies LTD)

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Written Modifications. Except as otherwise expressly set forth herein, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors holding not less than 70% of the Outstanding Company Shares held by all SponsorsMajority Investors; provided, however, that (i) the admission prior written consent of new parties pursuant to the terms Majority Other Investors shall be required for any amendment, modification, extension, termination or waiver which has an adverse effect on the rights of the holders of Other Investor Shares under this Agreement, (ii) the prior written consent of each Other Investor shall be required for any amendment, modification, extension, termination or waiver of Section 3.3 that would diminish the rights of such Other Investor thereunder (such consent not to be unreasonably withheld or delayed) and (iii) the prior written consent of the affected Other Investor shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.2. Notwithstanding the foregoing, be required if any amendment, modification, extension, termination or waiver (disproportionately and materially adversely affects an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor in a manner disproportionate to the rights of the Sponsors approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor shall also be requiredindividual Other Investor. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each Shareholder Holder of Shares subject hereto. In addition, each party hereto and each Shareholder Holder of Shares subject hereto may waive any right hereunder, as to itself, of such party or holder hereunder by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to definitions to the extent used in such Section shall also require the specified consentholder.

Appears in 1 contract

Samples: Stockholders’ Agreement (McP-MSC Acquisition, Inc.)

Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors Company, the New Shareholders holding not less than 70% a majority of the Outstanding Company New Shares (and for avoidance of doubt no Shares held directly or indirectly by all Sponsorsany Blackstone Party or any Person Controlling a Blackstone Party or any of their respective Affiliates or any of their respective transferees shall be taken into account for this purpose), TDS and the Blackstone Parties and, solely for the purpose of Section 5.8, the Advisors; provided, however, that the admission of new parties pursuant to the terms of Section 3.3 hereof shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.28.2. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor Shareholder in a manner disproportionate to the rights of the Sponsors Shareholders approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor Shareholder shall also be requiredrequired . Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.28.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

Appears in 1 contract

Samples: Shareholders’ Agreement (Travelport LTD)

Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors holding not less than 70each Sponsor that continues to own at least 30% of the Outstanding Company Shares held by all Sponsorsits Initial Shares; provided, however, that the Sponsor Majority may amend or modify this Agreement in connection with equity transactions that do not require Unanimous Sponsor Approval hereunder; and provided further, that the admission of new parties pursuant to the terms of Section 3.3 shall not constitute an amendment of or notification modification of this Agreement for purposes of this Section 9.2; and provided further that a Sponsor’s rights under Section 5 may not be waived without the approval of such Sponsor. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor Investor in a manner disproportionate different than changes to the rights of the Sponsors Investors approving such Amendmentamendment, or (ii) adversely impose any additional material obligations on of a particular SponsorInvestor, then the consent of such particular Sponsor Investor shall also be required. Each such Amendment shall be binding upon each party hereto and each Shareholder Stockholder subject hereto. In addition, each party hereto and each Shareholder Stockholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or ShareholderStockholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

Appears in 1 contract

Samples: Stockholders Agreement (Toys R Us Inc)

Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, each Principal Shareholder, and Sponsors the Shareholders holding not less than 70% a majority of the Outstanding Company Shares held by all SponsorsShares; provided, however, that the admission of new parties pursuant to the terms of Section 3.3 hereof shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.28.2. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor Shareholder in a manner disproportionate to the rights of the Sponsors Shareholders approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor Shareholder shall also be required. Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.28.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

Appears in 1 contract

Samples: Shareholders’ Agreement (Travelport LTD)

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Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors holding not less than 70% of the Outstanding Company Shares held by all SponsorsShares; provided, however, the admission of new parties pursuant to the terms of Section 3.3 shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.2. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor in a manner disproportionate to the rights of the Sponsors approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor shall also be required. Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

Appears in 1 contract

Samples: Shareholder Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)

Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, each Principal Shareholder and Sponsors the Shareholders holding not less than 70% a majority of the Outstanding Company Shares held by all SponsorsShares; provided, however, that the admission of new parties pursuant to the terms of Section 3.3 hereof shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.28.2. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor Shareholder in a manner disproportionate to the rights of the Sponsors Shareholders approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor Shareholder shall also be required. Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.28.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

Appears in 1 contract

Samples: Shareholders’ Agreement (Travelport LTD)

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