“Discovery WSA Material Breach” means only for the purposes of Section 2.03 (a) that Discovery violated, in all significant aspects, any of its essential agreements or agreements under the wafer delivery agreement, including, but not limited, whether Discovery: (i) purchased or accepted MPU products from a person other than FoundryCo, in violation of the terms of the wafer supply agreement , or (ii) significant non-compliance with other essential sales or payment obligations in accordance with the wafer delivery agreement (as amended from time to time, including the terms of delivery of wafers in 2011; if Oyster has informed in writing, with respect to (ii) Discovery, of this major failure and that Discovery has not cured this important disorder within thirty (30) days following receipt of such a written notification and , in the event of an infringement, indicated that FoundryCo had not significantly violated essential agreements or agreements under the wafer supply agreement. the possibility of controlling or presiding over the vote at such a shareholder meeting or of making a written decision on all shares for which that shareholder is the registered holder or for which that shareholder has the opportunity to control or direct the vote in favour of the removal or dismissal of such a member of the board of directors. If the number of board members appointed by a shareholder exceeds the number that shareholder is called upon to designate in accordance with point 2.03 above, that shareholder immediately takes all appropriate steps to ensure that the additional members of the board appointed by that shareholder immediately resign or take the necessary steps to remove or remove those additional members. Discovery or Oyster may (a) extend the time to complete one of the other party`s obligations or other acts, (b) waive inaccuracies in the other party`s insurance and guarantees or in documents provided by the other party in accordance with this document, or (c) waive compliance with one of the other party`s agreements or the conditions relating to the other party`s obligations.
