Common use of Amendment and Modification; Waiver of Compliance Clause in Contracts

Amendment and Modification; Waiver of Compliance. 6.2.1 This Agreement may be amended only by a written instrument duly executed by Stockholders holding no less than 66-2/3% of the issued and outstanding shares of Series A Preferred Stock and who are subject to this Agreement. 6.2.2 In the event of the amendment or modification of this Agreement, the Stockholders shall cause the Board of Directors of the Company to meet as soon as practicable following such amendment or modification or as soon thereafter as is practicable for the purpose of adopting any amendment to the amended and restated certificate of incorporation and amended and restated bylaws of the Company that may be required as a result of such amendment or modification to this Agreement, and, if required, proposing such amendments to the Stockholders entitled to vote thereon. 6.2.3 Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment and Modification; Waiver of Compliance. 6.2.1 (a) This Agreement may be amended only by a written instrument duly executed by Stockholders holding no less than 66-2/3% the First Reserve Stockholders. No amendment to this Agreement which adversely affects the rights of the issued and outstanding Management Investors hereunder may be effected without the prior written consent of Management Investors holding a majority of the shares of Series A Preferred Stock and who are subject to this Agreement. 6.2.2 or Stock Rights at the time held by the Management Investors, calculated on the basis of Fully Diluted Common Stock. In the event of the amendment or modification of this AgreementAgreement in accordance with its terms, the Stockholders Securityholders shall cause the Board of Directors of the Company to meet as soon as practicable within 30 calendar days following such amendment or modification or as soon thereafter as is practicable for the purpose of adopting any amendment to the amended Certificate of Incorporation and restated certificate of incorporation and amended and restated bylaws By-Laws of the Company that may be required as a result of such amendment or modification to this Agreement, and, if required, proposing such amendments to the Stockholders Securityholders entitled to vote thereon, and the Securityholders agree to vote in favor of such amendments. 6.2.3 (b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. (c) In the event of any conflict between the provisions of this Agreement and the provisions of any other agreement, the provisions of this Agreement shall govern and prevail, except as otherwise provided herein.

Amendment and Modification; Waiver of Compliance. 6.2.1 (a) This Agreement may be amended only by a written instrument duly executed by the Stockholders holding no less than 66-2/3% of the issued and outstanding shares of Series A Preferred Stock and who are subject to this Agreement. 6.2.2 all Permitted Transferees. In the event of the amendment or modification of this AgreementAgreement in accordance with its terms, the Stockholders shall cause the Board of Directors of the Company to meet as soon as practicable within 30 calendar days following such amendment or modification or as soon thereafter as is practicable for the purpose of adopting any amendment to the amended Articles of Incorporation and restated certificate of incorporation and amended and restated bylaws By-Laws of the Company that may be required as a result of such amendment or modification to this Agreement, and, if required, proposing such amendments to the Stockholders entitled to vote thereon, and the Stockholders agree to vote in favor of such amendments. 6.2.3 (b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. (c) In the event of any conflict between the provisions of this Agreement and the provisions of any other agreement, the provisions of this Agreement shall govern and prevail, except as otherwise provided herein.

Amendment and Modification; Waiver of Compliance. 6.2.1 (a) This Agreement may be amended only by a written instrument duly executed by Stockholders holding no less than 66-2/3% 66-?% of the issued and outstanding holders of all of the shares of Series A Preferred Common Stock at the time outstanding and who are subject to held by Stockholders, except that any amendment of Section 9.14 of this Agreement. 6.2.2 Agreement also shall require the consent of the Liquidating Trust. In the event of the amendment or modification of this AgreementAgreement in accordance with its terms, the Stockholders shall cause the Board of Directors of the Company to meet as soon as practicable following such amendment or modification or as soon thereafter as is practicable for the purpose of adopting any amendment to the amended Certificate of Incorporation and restated certificate of incorporation and amended and restated bylaws Bylaws of the Company that may be required as a result of such amendment or modification to this Agreement, and, if required, proposing such amendments to the Stockholders entitled to vote thereon. 6.2.3 (b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.