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 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 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 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: Restructuring Support 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 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: Shareholder Agreement (Travelport LTD)

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