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Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments;Amendments and Waivers. No provision of this Agreement may be waived, modified, supplementedwaived or amended except in a written instrument signed, insigned by and the caseHolder or Holders (as applicable) of an amendment, by the Company and holders of at leastno less than a majority, Warrant Shares andmajority of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regardthen outstanding Registrable Securities. shall provide prior notice to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcementall Holders of any such waived provision is sought; provided, that if any amendment, modificationproposed waiver or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers.Amendment; Waiver. No provision of this Agreement may be waived, modified, supplementedmodification, amendment or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirementprovision of this Agreement shall be deemedeffective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be a continuing waiver in the future orconstrued as a waiver of any subsequent default or a waiversuch provisions and shall not affect the right of any other provision, condition or requirement hereof, nor shall any delay or omissionsuch Party thereafter to enforce each and every provision of any party to exercise any right hereunderthis Agreement in any manner impairaccordance with its terms. Notwithstanding the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relativeforegoing, to the comparable rightsextent that the Purchaser have waived any condition to Closing set forth in [Section 5.2] (excluding [Sections 5.2(a) and obligations(b)])]) under any of the other Purchasers shall requireShare Purchase Agreements, the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5]Purchaser shall be binding upon each Purchaser and holder of Securities and the Company.deemed to have waived such same condition to Closing under this Agreement.

Amendments; Waivers. No provisionAmendment and Waiver. The provisions of this Agreement may be waived, modified, supplementedamended or amended except in awaived only by the written instrument signed, in the caseagreement of an amendment, by the Company and holdersthe Holder, and no course of at least a majority, Warrant Shares and ofconduct or failure or delay in enforcing the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirementprovisions of this Agreement shall be deemed to be a continuing waiver inaffect the futurevalidity, binding effect or a waiverenforceability of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

Amendments; Waivers.Amendment; Waiver; Consent. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,signed by the Company and holders of at least a majority, Warrant Shares andeach of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.parties hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments;Amendments and Waivers. No provisionThe provisions of this AgreementAgreement, including the provisions of this sentence, may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in a written instrument signed, in the case of an amendment,writing and signed by the Company and holders of at least a majority, Warrant Shares andeach of the aggregate amount of Shares issued hereunder and shares issuable underthen outstanding Registrable Securities. Notwithstanding the Warrants (without regardforegoing, a waiver or consent to any restriction or limitation ondepart from the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any defaultprovisions hereof with respect to any provision, conditiona matter that relates exclusively to the rights of Buyers and that does not directly or requirementindirectly affect the rights of other Buyers may be given by Buyers of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this Agreement shallsentence may not be deemed to be a continuing waiver in the futureamended, modified, or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effectedsupplemented except in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holderthe provisions of Securities and the Company.immediately preceding sentence.

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