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I got the "crossgrade" deal when I bought Cubase 4, so I wasn't upgrading from a previous version. Mine came with the steinberg USB key which has all the authorisation I require on it. The upgrade could well be a similar deal, though maybe you'll have to do a license transfer online. I did that when I bought Wavelab, I didn't want to have the separate licenses on separate keys so I did a transfer. It's really quick and easy. It's a good system, that way Steinberg knows what's happening and can control it.
I can't answer for whether your old projects open up 100% perfectly. It'd surprise me if they didn't. Unless they've removed something which was in the previous version.
My version has had a few issues. Sometimes the screen "flashes" a few times, which doesn't give the program a solid, professional feel (when it doesn't flash, it does have that feel!) . Sometimes it doesn't recognise some of my audio interface's input channels. In my most recent project it has acted up when I used my Waves Q10, I change a setting and all the sound disappears.
But it's fine when I close it down and open it up again. And most of the time it works absolutely fine.
If you have a Waves bundle, does it matter how good the Cubase eqs are? Or are you thinking of selling your Waves licenses, depending on the quality of Cubase's eqs? I like the sound of the processers that come with Cubase, they sound quite clean, don't do terrible things to the sound. The amp simulator has some nice distortions in there... hmm..they're very usable, but I personally love the Waves processers, I have the gold bundle. It all depends what sonic characteristics do it for your ears. For me, Waves is worth the extra chunk of money. But I still use some of Cubase's processers.
The VSTs sound nice and clean. I can't really comment on them, I have a studio full of hardware which is giving me more than enough sound options currently. The Cubase VSTs don't have the same immediate "wow look at me" quality that some others have, but that's understandable, since Cubase comes with the delays, reverbs, distortions etc that you can use to turn the sounds into "wow look at me".
It's a great program, allows for a very fast workflow. CPU usage has been great, in my experience (then again, I'm not using VSTs).
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