Administrative Amendments. Notwithstanding the provisions of section 4.4 hereof, the Parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of Patch and Exchangeco, provided that the board of directors of each of Patch and Exchangeco shall be of the good faith and reasonable opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of Patch and Exchangeco, it may be expedient to make, provided that each such board of directors shall be of the good faith and reasonable opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Patch and Exchangeco are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of Patch and Exchangeco shall be of the good faith and reasonable opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.
Appears in 3 contracts
Samples: Support Agreement (Patch International Inc/Cn), Share Exchange Agreement (Patch International Inc/Cn), Support Agreement (Patch International Inc/Cn)
Administrative Amendments. Notwithstanding the provisions of section 4.4 hereofSection 11.1, the Parties parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, amend or modify this Agreement for the purposes of:
(a) adding to the covenants of Patch and Exchangeco, any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of Patch and Exchangeco General Partner shall be of the good faith and reasonable opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries;
(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board General Partner and in the opinion of directors the Trustee, having in mind the best interests of each of Patch and Exchangeco, the Beneficiaries it may be expedient to make, provided that each such board the General Partner and the Trustee, acting on the advice of directors counsel, shall be of the good faith and reasonable opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to Patch the General Partner and Exchangeco the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors of each of Patch counsel, and Exchangeco the General Partner shall be of the good faith and reasonable opinion that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesBeneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Enerplus Resources Fund), Voting and Exchange Trust Agreement (Enerplus Resources Fund)
Administrative Amendments. Notwithstanding the provisions of section 4.4 hereof, the Parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of:
(a) adding to the covenants of Patch Big Flash and Exchangeco, provided that the board of directors of each of Patch Big Flash and Exchangeco shall be of the good faith and reasonable opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of Patch Big Flash and Exchangeco, it may be expedient to make, provided that each such board of directors shall be of the good faith and reasonable opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to Patch Big Flash and Exchangeco are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of Patch Big Flash and Exchangeco shall be of the good faith and reasonable opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)
Administrative Amendments. Notwithstanding the provisions of section 4.4 hereofSection 4.6, the Parties parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable SharesFLP B Units, amend or modify this Agreement for the purposes of:
(a) adding to the covenants of Patch and Exchangeco, any or all parties provided that the board Board of directors of each of Patch and Exchangeco Directors shall be of the good faith and reasonable opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesFLP B Units;
(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors of each of Patch and ExchangecoDirectors, it may be expedient to make, provided that each such board of directors shall be of the good faith and reasonable opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesFLP B Units; or
(c) making such changes or corrections which, on the advice of counsel to Patch and Exchangeco General Partner are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Board of directors of each of Patch and Exchangeco Directors shall be of the good faith and reasonable opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesFLP B Units.
Appears in 1 contract
Administrative Amendments. Notwithstanding the provisions of section 4.4 hereof, the Parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of:
(a) adding to the covenants of Patch WACI and Exchangeco, provided that the board Board of directors Directors of each of Patch WACI and Exchangeco shall be of the good faith and reasonable opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of Patch WACI and Exchangeco, it may be expedient to make, provided that each such board Board of directors Directors shall be of the good faith and reasonable opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to Patch WACI and Support Agreement Exchangeco are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Board of directors Directors of each of Patch WACI and Exchangeco shall be of the good faith and reasonable opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Wireless Age Communications Inc)