Common use of Written Modifications Clause in Contracts

Written Modifications. 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 Majority Investors; provided, however, that (a) the consent of the Majority Other Investors will be required for any amendment, modification, extension, termination or waiver that has a disproportionate and adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement and (b) the consent of the Majority Managers will be required for any amendment, modification, extension, termination or waiver that has a disproportionate and adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Appears in 1 contract

Samples: Stockholders Agreement (Gym-Card, LLC)

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Written Modifications. 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 Majority Investors; provided, however, that (ai) the prior written consent of the Majority Other Investors will shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and an adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement and Agreement, (bii) the prior written consent of the Majority Managers will each Other Investor shall be required for any amendment, modification, extension, termination or waiver of Section 3.3 that has a disproportionate and adverse effect on would diminish the rights of such Other Investor thereunder (such consent not to be unreasonably withheld or delayed) and (iii) the holders prior written consent of Management Shares as such under this Agreementthe affected Other Investor shall be required if any amendment, modification, extension, termination or waiver disproportionately and materially adversely affects an individual Other Investor. Each such amendment, modification, extension, termination and waiver will shall be binding upon each party hereto and each holder Holder of Shares subject hereto. In addition, each party hereto and each holder Holder of Shares subject hereto may waive any right of such party or holder hereunder by an instrument in writing signed by such party or holder.

Appears in 1 contract

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

Written Modifications. 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 Majority Investors; provided, however, that (a) the consent of the Majority Other Investors will be required for any amendment, modification, extension, termination or waiver that has a materially disproportionate and adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement and (b) the consent of the Majority Managers will be required for any amendment, modification, extension, termination or waiver that has a materially disproportionate and adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Appears in 1 contract

Samples: Stockholders Agreement (Gymboree Corp)

Written Modifications. 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 Majority Investors; provided, however, that (a) the consent of the Majority Other Investors will Managers shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and adverse effect on the rights holders of Management Shares under this Agreement; provided, further, that the consent of a majority of the holders of Other Co-Investor Shares as such under this Agreement and (b) the consent of the Majority Managers will shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and adverse effect on the rights of the holders of Management Co-Investor Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver will shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Appears in 1 contract

Samples: Stockholders Agreement (Music123, Inc.)

Written Modifications. 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 Majority InvestorsCompany and the Requisite Stockholder Majority; provided, however, that (a) the consent of the Majority Other Investors will be required for any amendment, modification, extension, termination or waiver that has a disproportionate and adverse effect on the rights of any Investor or Investor Group to designate any directors to serve on the holders Board pursuant to Section 2.2 and to have a designated director on each committee of Other Investor Shares as such under this Agreement and (b) the Board may not be amended, modified, extended, terminated or waived without the prior written consent of the Majority Managers will be required for any amendment, modification, extension, termination such designating Investor or waiver that has a disproportionate and adverse effect on the rights of the holders of Management Shares as such under this AgreementInvestor Group. Each such amendment, modification, extension, termination and or waiver will (an “Amendment”) shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 10.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Appears in 1 contract

Samples: Stockholders Agreement (SolarWinds, Inc.)

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Written Modifications. 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 Majority Investors; provided, however, that (a) the consent of the Majority Other Investors will shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement and (b) the consent of the Majority Managers will shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver will shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Appears in 1 contract

Samples: Stockholders Agreement (Bright Horizons Family Solutions Inc.)

Written Modifications. 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 Majority Investors; provided, however, that (a) the consent of the Majority Other Investors will shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and material adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement and (b) the consent of the Majority Managers will shall be required for any amendment, modification, extension, termination or waiver that which has a disproportionate and material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver will shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Appears in 1 contract

Samples: Stockholders Agreement (Transcultural Health Develpment, Inc.)

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