Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. With the consent of the Majority of the Holders, such consent delivered to the Company or the Transfer Agent, the Company (when authorized by a Board Resolution), at any time and from time to time, may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the TRA Rights or of modifying in any manner the rights of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein); provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right affected thereby: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the TRA Rights, or (B) the amount of any payment to be made to the Holders pursuant to this Agreement, or otherwise extend (or have the effect of extending) the time for payment of the amounts payable in respect of the TRA Rights or reduce (or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein); (ii) reduce the number of TRA Rights, the consent of whose Holders is required for any such amendment; or (iii) modify any of the provisions of this Section 10.6, except to increase the percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right affected thereby. It shall not be necessary for any act of Holders under this Section 10.6 to approve the particular form of any proposed amendment, but it shall be sufficient if such act shall approve the substance thereof.

Amendments with Consent of Holders. With the consent of the Majority of the Holders, such consent by Act of said Holders delivered to Parent and the Company Trustee (including consents obtained in connection with a purchase of, or the Transfer Agenttender offer or exchange offer for, the Company CVRs), Parent (when authorized by a Board Resolution), at any time ) and from time to time, the Trustee may enter into one or more amendments hereto or to the TRA Rights CVRs for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this CVR Agreement or to the TRA Rights CVRs or of modifying in any manner the rights of the Holders under this CVR Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)CVRs; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right CVR affected thereby: (ia) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this CVR Agreement or the TRA Rights, CVRs or (B) the time for payment and amount of any payment to be made to the Holders pursuant to this AgreementCovered Revenues Payment, or otherwise extend (or have the effect of extending) the time for payment of the CVRs or reduce the amounts payable in respect of the TRA Rights CVRs or reduce (modify any other payment term or have payment date. Notwithstanding the effect foregoing, each Holder of reducing) a CVR, by acceptance thereof, including any permitted transferee, consents to the amounts payable optional redemption provisions set forth in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein)Article 9 hereof; (iib) reduce the number of TRA RightsCVRs, the consent of whose Holders is required for any such amendment; or (iiic) modify any of the provisions of this Section 10.65.2, except to increase the any such percentage of Holders from whom consent is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the prior consent of the Holder of each TRA Right CVR affected thereby. It shall not be necessary for any act Act of Holders under this Section 10.6 5.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such act Act shall approve the substance thereof.

Amendments with Consent of Holders. With the consent of the Majority Holders of not less than a majority in principal amount of the HoldersSecurities at the time Outstanding of all series affected by such amendment (each such series voting as a separate class), such consent by Act of said Holders delivered to the Company or Guarantor and the Transfer AgentTrustee, the Company (Guarantor, when authorized by a Board Resolution), at any time and from time to time, the Trustee may enter into one or more amendments hereto or an amendment to the TRA Rights this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the TRA Rights or of modifying in any manner the rights of the Holders of Securities of such series under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right outstanding Security affected thereby:, (i1) modify Article Two or the definitions used in Article Two in a manner adverse to which adversely affects the Holders (A) of Outstanding Securities in any provision contained herein with respect to the termination of this Agreement or the TRA Rightsmaterial respect, or (B) the amount of any payment to be made to the Holders pursuant to this Agreement, or otherwise extend (or have the effect of extending) the time for payment of the amounts payable in respect of the TRA Rights or reduce (or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein); (ii) reduce the number of TRA Rights, the consent of whose Holders is required for any such amendment; or (iii2) modify any of the provisions of this Section 10.64.02, except to increase the any such percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right Outstanding Security affected thereby. An amendment that changes or eliminates any covenant or other provision of this Agreement which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Agreement of the Holders of Securities of any other series. It shall not be necessary for any act Act of Holders under this Section 10.6 4.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such act Act shall approve the substance thereof.

Amendments with Consent of Holders. With (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Majority Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, such consent delivered to Parent and the Company or the Transfer Agent, the Company (when authorized by a Board Resolution), at any time and from time to time, Rights Agent may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to adding, eliminating or changing in any manner or eliminating any of the provisions of this Agreement Agreement, even if such addition, elimination or change is materially adverse to the TRA Rights or of modifying in any manner the rights interest of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)Holders; provided, however, provided that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right outstanding CVR affected thereby: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the TRA Rights, CVRs or (B) the time for payment and amount of any payment to be made to the Holders pursuant to this AgreementMilestone Payment, or otherwise extend (or have the effect of extending) the time for payment of the CVRs or reduce the amounts payable in respect of the TRA Rights CVRs or reduce (modify any other payment term or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein)payment date; (ii) reduce the number of TRA RightsCVRs, the consent of whose Holders is required for any such amendment; or (iii) modify any of the provisions of this Section 10.65.2, except to increase the percentage of Holders from whom consent or approval is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right CVR affected thereby. It shall not be necessary for . (b) Promptly after the execution by Xxxxxx and the Rights Agent of any act amendment pursuant to the provisions of Holders under this Section 10.6 5.2, Parent will mail (or cause the Rights Agent to approve mail) a notice thereof by first class mail to the particular form of any proposed Holders at their addresses as they appear on the CVR Register, setting forth such amendment, but it shall be sufficient if such act shall approve the substance thereof.

Amendments with Consent of Holders. With the consent of the Majority Holders of not less than 66 2/3% of the Holdersoutstanding CVRs, such consent by Act of said Holders delivered to the Company or and the Transfer AgentTrustee, the Company (Company, when authorized by a Board Resolution), at any time the Trustee and from time to time, the Representative may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the TRA Rights or of modifying in any manner the rights of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right CVR affected thereby: (ia) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the TRA Rights, or (B) reduce the amount of any payment to be made to the Holders pursuant to this Agreement, or otherwise extend (or have the effect of extending) the time for payment of the amounts payable in respect of the TRA Rights or reduce (or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein); (ii) reduce the number of TRA RightsOutstanding CVRs, the consent of whose Holders is required for any such amendment; or (iiib) modify any of the provisions of this Section 10.6Section, except to increase the any such percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right CVR affected thereby. It shall not be necessary for any act Act of Holders under this Section 10.6 to approve the particular form of any proposed amendment, but it shall be sufficient if such act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Majority of the Holders, such consent by Act of said Holders delivered to Parent and the Company Trustee (including consents obtained in connection with a purchase of, or the Transfer Agenttender offer or exchange offer for, the Company CVRs), Parent (when authorized by a Board Resolution), at any time ) and from time to time, the Trustee may enter into one or more amendments hereto or to the TRA Rights CVRs for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this CVR Agreement or to the TRA Rights CVRs or of modifying in any manner the rights of the Holders under this CVR Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein); CVRs; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right CVR affected thereby: (ia) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this CVR Agreement or the TRA Rights, CVRs or (B) the time for payment and amount of any payment to be made to the Holders pursuant to this AgreementCovered Revenues Payment, or otherwise extend (or have the effect of extending) the time for payment of the CVRs or reduce the amounts payable in respect of the TRA Rights CVRs or reduce (modify any other payment term or have payment date. Notwithstanding the effect foregoing, each Holder of reducing) a CVR, by acceptance thereof, including any permitted transferee, consents to the amounts payable optional redemption provisions set forth in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein)Article 9 hereof; (iib) reduce the number of TRA RightsCVRs, the consent of whose Holders is required for any such amendment; or (iiic) modify any of the provisions of this Section 10.65.2, except to increase the any such percentage of Holders from whom consent is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the prior consent of the Holder of each TRA Right CVR affected thereby. It shall not be necessary for any act Act of Holders under this Section 10.6 5.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such act Act shall approve the substance thereof.

Amendments with Consent of Holders. With the consent of the Majority of the Holders, such consent delivered to the Company or the Transfer Agent, the Company (when authorized by a Board Resolution), at any time and from time to time, may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the TRA Rights or of modifying in any manner the rights of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) Control and Section 5.8 and the definitions used therein)); provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right affected thereby: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the TRA Rights, or (B) the amount of any payment to be made to the Holders pursuant to this Agreement, or otherwise extend (or have the effect of extending) the time for payment of the amounts payable in respect of the TRA Rights or reduce (or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein); (ii) reduce the number of TRA Rights, the consent of whose Holders is required for any such amendment; or (iii) modify any of the provisions of this Section 10.6, except to increase the percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right affected thereby. It shall not be necessary for any act of Holders under this Section 10.6 to approve the particular form of any proposed amendment, but it shall be sufficient if such act shall approve the substance thereof.

Amendments with Consent of Holders. With (a) In addition to any amendments to this Agreement that may be made by Kalera without the consent of any Holder or the Rights Agent pursuant to Section 5.01, with the consent of the Majority Holders of not less than a simple majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, such consent delivered to Kalera and the Company or the Transfer Agent, the Company (when authorized by a Board Resolution), at any time and from time to time, Rights Agent may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to adding, eliminating or changing in any manner or eliminating any of the provisions of this Agreement Agreement, even if such addition, elimination or the TRA Rights or of modifying change is in any manner way adverse to the rights interests of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)Holders; provided, however, that no such amendment shall, without the unanimous consent of the Holder Holders of each Outstanding TRA Right affected therebyall outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the TRA RightsCVRs, or (B) the time for, and amount of of, any payment to be made to the Holders pursuant to this Agreement, or (C) otherwise extend modify any provision (or have including definitions) related to the effect of extending) the time for payment of the amounts payable in respect of the TRA Rights or reduce (or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein)Milestone Payments; (ii) reduce the number of TRA RightsCVRs, unless such reduction is made in connection with the consent of whose Holders is required for any such amendmentrights exercised under Section 2.06 (Ability to Abandon CVRs); or (iii) modify any of the provisions of this Section 10.65.02, except to increase the percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right outstanding CVR affected thereby. It shall not be necessary for . (b) Promptly after the execution by Kalera and the Rights Agent of any act amendment pursuant to the provisions of Holders under this Section 10.6 5.02 (but prior to approve the particular form effectiveness of any proposed such amendment), but it Kalera shall be sufficient if such act shall approve mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as set forth on the CVR Register, setting forth in general terms the substance thereofof such amendment. Any amendment to this Agreement made pursuant to this Section 5.02 shall become effective fifteen (15) Business Days following the mailing of such notice.

Amendments with Consent of Holders. With (a) This Agreement may be amended by the written consent of the Majority Buyer and the affirmative vote or the written consent of holders holding not less than a majority in interest of the Holders, such consent delivered to the Company or the Transfer Agent, the Company (when authorized by a Board Resolution), at any time and from time to time, may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the TRA Rights or of modifying in any manner the rights of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)then outstanding CVRs; provided, however, that no such modification or amendment shallto this Agreement may, without the consent of the each Holder of each Outstanding TRA Right affected thereby: (i) modify , change in a manner adverse to the Holders Holders, (Ai) any provision contained herein with respect to the termination of this Agreement or the TRA RightsCVRs, or (Bii) the amount of any payment CVR Payout to be made issued according to the terms of this Agreement to the Holders pursuant of the CVRs, or (iii) the provisions of this Section 6.2. Notwithstanding the foregoing, the Buyer and the Rights Agent may from time to time supplement or amend this Agreement, without the approval of any Holder, in order to cure any ambiguity or to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any other provision in this Agreement, or otherwise extend (to make any other provision in regard to matters or have questions arising under this Agreement which the effect of extending) Buyer and the time for payment Rights Agent may deem necessary or desirable and which shall not be inconsistent with the provisions of the amounts payable in respect CVRs and which shall not adversely affect the interests of the TRA Rights or reduce (or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein);Holders. (ii) reduce the number of TRA Rights, the consent of whose Holders is required for any such amendment; or (iiib) modify any of the provisions of this Section 10.6Section, except to increase the any such percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right Security affected thereby. . (c) It shall not be necessary for any act Act of Holders under this Section 10.6 to approve the particular form of any proposed amendment, but it shall be he sufficient if such act Act shall approve the substance thereof.

Amendments with Consent of Holders. With (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Majority Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, such consent delivered to Parent and the Company or the Transfer Agent, the Company (when authorized by a Board Resolution), at any time and from time to time, Rights Agent may enter into one or more amendments hereto or to the TRA Rights for the purpose of adding any provisions to adding, eliminating or changing in any manner or eliminating any of the provisions of this Agreement Agreement, even if such addition, elimination or change is materially adverse to the TRA Rights or of modifying in any manner the rights interest of the Holders under this Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)Holders; provided, however, provided that no such amendment shall, without the consent of the Holder of each Outstanding TRA Right outstanding CVR affected thereby: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the TRA Rights, CVRs or (B) the time for payment and amount of any payment to be made to the Holders pursuant to this AgreementMilestone Payment, or otherwise extend (or have the effect of extending) the time for payment of the CVRs or reduce the amounts payable in respect of the TRA Rights CVRs or reduce (modify any other payment term or have the effect of reducing) the amounts payable in respect of the TRA Rights (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein)payment date; (ii) reduce the number of TRA RightsCVRs, the consent of whose Holders is required for any such amendment; or (iii) modify any of the provisions of this Section 10.65.2, except to increase the percentage of Holders from whom consent or approval is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each TRA Right CVR affected thereby. It shall not be necessary for . (b) Promptly after the execution by Pxxxxx and the Rights Agent of any act amendment pursuant to the provisions of Holders under this Section 10.6 5.2, Parent will mail (or cause the Rights Agent to approve mail) a notice thereof by first class mail to the particular form of any proposed Holders at their addresses as they appear on the CVR Register, setting forth such amendment, but it shall be sufficient if such act shall approve the substance thereof.

Amendments with Consent of Holders. With the consent of the Majority of the Holders, such consent by Act of said Holders delivered to the Company or and the Transfer AgentTrustee, the Company (when authorized by a Board Resolution), at any time Resolution or the chief executive officer of the Company) and from time to time, the Trustee may enter into one or more amendments hereto or to the TRA Rights Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this CVR Agreement or to the TRA Rights Securities or of modifying in any manner the rights of the Holders under this CVR Agreement or the TRA Rights (including Section 3.3 and the definitions used therein (prior to the occurrence of such Change of Control) and Section 5.8 and the definitions used therein)Securities; provided, however, that no such amendment shall, : (a) without the consent of the Holder Holders of each Outstanding TRA Right affected thereby: (i) at least 66% and 2/3 of the CVRs then Outstanding, modify in a manner adverse to the Holders (Ai) any provision contained herein with respect to the termination of this CVR Agreement or the TRA RightsSecurities, or (B) the amount of any payment to be made to the Holders pursuant to this Agreement, or otherwise extend (or have the effect of extendingii) the time for payment and amount of the Distribution, or otherwise extend the time for payment of the Securities or (iii) modify in any manner any provision contained herein if such modification would reduce the amounts payable in respect of the TRA Rights Securities or reduce modify any other payment term or payment date; or (or have b) without the effect of reducing) the amounts payable in respect consent of the TRA Rights Holder of each Outstanding Security affected thereby, (except as provided above with respect to Section 3.3, Section 5.8 and the definitions used therein); (iii) reduce the number of TRA RightsCVRs, the consent of whose Holders is required for any such amendment; or amendment or (iiiii) modify any of the provisions of this Section 10.66.2, except to increase the percentage of Holders from whom consent or approval is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the consent of the Holder of each TRA Right Security affected thereby. It shall not be necessary for any act of Holders under this Section 10.6 6.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such act Act shall approve the substance thereof.