Common use of Amendments Without Consent of Holders or Rights Agent Clause in Contracts

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and from time to time, may unilaterally enter into one or more amendments hereto, for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the interests of the Holders. (b) Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors Parent shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionThe Company, at any time and from time to time, may unilaterally (without the consent of any Person, other than the Rights Agent with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided that in each case, such provisions do not adversely affect the interests of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (ivv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange ActAct and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (vi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel the applicable CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6, or (ii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (viii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (vix) to effect any other amendments hereto amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this AgreementAgreements, unless provided that, in each case, such additionadditions, elimination eliminations or change is materially adverse to changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by Parent the Company of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail the Company will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein hereof in accordance with the provisions hereofof this Agreement; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors Parent shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; (v) to evidence the assignment of this Agreement by Parent as provided in Section 5.4; or (vvi) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 5.14.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionHomology, at any time and from time to time, may unilaterally (without the consent of any Person, other than the Rights Agent, which such consent not to be unreasonably withheld, conditioned, or delayed) enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) subject to Section 6.1, to evidence the succession of another person to Homology and the assumption of any such successor of the covenants of Homology outlined herein in a transaction contemplated by Section 6.1; (iii) to add to the covenants of Parent Homology such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (ivv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange ActAct of 1934, as amended and the rules and regulations made thereunder, or any applicable state securities or “blue sky” laws; (vi) as may be necessary or appropriate to ensure that Homology is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6, or (ii) following a transfer of such CVRs to Homology or its Subsidiaries in accordance with Section 2.2 or Section 2.3; (viii) as may be necessary or appropriate to ensure that Homology complies with applicable Law; or (vix) to effect any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent Homology of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail Homology will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Rights Agent and the Board of Directors shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 5.114.01, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement;; or (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the interests of the Holders. (b) Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 5.15.01, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and from time to time, may unilaterally enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders Holders, the Holders’ Representative or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not adversely affect the interests of the Holders: (ia) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iib) subject to Section 6.1, to evidence the succession of another Person to Parent and the assumption of any such successor of the covenants of Parent outlined herein in a transaction contemplated by Section 6.1; (c) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; provided that in each case, such amendments shall not adversely affect the interests of the Holders; (iiid) to amend any manifest error, provided that in each case, such amendment shall not adversely affect the interests of the Holders; (e) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in each case, such amendments shall not adversely affect the interests of the Holders; (ivf) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended, and the rules and regulations made thereunder, or any applicable state securities or “blue sky” laws; or (v) any other provided that in each case, such amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to shall not adversely affect the interests of the Holders.; or (bg) Promptly after to cancel CVRs in the execution by event that (i) any Holder has abandoned its rights to such CVRs in accordance with Section 2.6 or (ii) following a Transfer of such CVRs to Parent or its Affiliates in accordance with Section 2.2 or Section 2.3; (h) as may be necessary to ensure that Parent complies with applicable Law; provided that in each case, such amendments shall not adversely affect the interests of the Holders; or (i) any other amendment pursuant to the provisions of this Section 5.1, Parent shall mail (Agreement that would provide any additional rights or cause the Rights Agent to mail) a notice thereof by first class mail benefits to the Holders at their addresses as they shall appear on or that does not adversely affect the CVR Register, setting forth in general terms the substance interests of any such amendmentHolder.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionFrequency, at any time and from time to time, may unilaterally (without the consent of any Person, other than the Rights Agent, which such consent not to be unreasonably withheld, conditioned, or delayed) enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) subject to Section 6.1, to evidence the succession of another person to Frequency and the assumption of any such successor of the covenants of Frequency outlined herein in a transaction contemplated by Section 6.1; (iii) to add to the covenants of Parent Frequency such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (ivv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange ActAct of 1934, as amended and the rules and regulations made thereunder, or any applicable state securities or “blue sky” laws; (vi) as may be necessary or appropriate to ensure that Frequency is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6, or (ii) following a transfer of such CVRs to Frequency or its Subsidiaries in accordance with Section 2.2 or Section 2.3; (viii) as may be necessary or appropriate to ensure that Frequency complies with applicable Law; or (vix) to effect any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent Frequency of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail Frequency will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionThe Company, at any time and from time to time, may unilaterally enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses Agent (ii) through (ivsubject to Section 5.3), provided, that if any such amendments do not amendment(s) (individually or the aggregate) materially impairs or adversely affect affects the interests rights of the HoldersHolders hereunder, such amendment shall also require the prior written consent of the Holders in accordance with Section 5.2: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to evidence the succession of another Person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by ‎Section 6.6; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; provided, that in each case, such provisions shall not adversely affect the interests of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided, that in each case, such provisions shall not adversely affect the interests of the Holders; (ivv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Securities Exchange ActAct of 1934, as amended, and the rules and regulations made thereunder, or any applicable state securities or “blue sky” laws; (vi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel CVRs (i) in the event that any Holder has abandoned its rights in accordance with ‎Section 2.5 or (ii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 and Section 2.6; (viii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (vix) to effect any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent the Company of any amendment pursuant to the provisions of this Section ‎Section 5.1, Parent shall mail the Company will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with ‎Section 6.2.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionParent and Buyer, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent or Buyer such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities 1933 Act or the Exchange 1934 Act; or (v) any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of any such Holder. Notwithstanding anything to the Holders.contrary contained herein, Parent, Buyer and the Rights Agent may, but will not be obligated to, enter into any amendment that adversely affects, in any material respect, the Rights Agent’s own rights, duties, responsibilities or protections (b) Promptly after the execution by Parent and Buyer of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail Buyer will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with Section 6.2.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionParent and Buyer, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent or Buyer such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities 1933 Act or the Exchange 1934 Act; or (v) any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of any such Holder. Notwithstanding anything to the Holderscontrary contained herein, Parent, Buyer and the Rights Agent may, but will not be obligated to, enter into any amendment that adversely affects, in any material respect, the Rights Agent’s own rights, duties, responsibilities or protections. (b) Promptly after the execution by Parent and Buyer of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail Buyer will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with Section 6.2.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders, or adversely affect the rights, duties, responsibilities or protections of the Rights Agent: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of any such Holder. Notwithstanding anything to the Holderscontrary contained herein, the Rights Agent may, but shall not be obligated to, enter into any amendment that adversely affects, in any material respect, its own rights, duties, responsibilities or protections. (b) Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 5.15.01, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionUM and Palladio, at any time and from time to time, may unilaterally enter into one or more amendments hereto, for any of the following purposes, without the consent of any of the Holders (including the Holder Representative) or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), such amendments do not adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent Palladio such further covenants, restrictions, conditions or provisions as the Board of Directors Palladio shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement;; or (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the interests of the Holders. (b) Promptly after the execution by Parent Palladio of any amendment pursuant to the provisions of this Section 5.1, Parent Palladio shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR RegisterRegister and to the Holder Representative, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights AgentHolders, so long as, in the cases of clauses (ii) through iii), (iv) and (vi), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to evidence the succession of another Person to Parent or Purchaser and the assumption by any such successor of the covenants of Parent or Purchaser herein as provided in Section 6.05; (iii) to add to the covenants of Parent or Purchaser such further covenants, restrictions, conditions or provisions as the Board of Directors Parent and Purchaser shall determine to be for the protection of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (ivv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange ActAct (or similar registration or prospectus requirements under securities laws outside the United States); or (vvi) any other amendments hereto for the purpose purposes of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the interests of the Holders. (b) Promptly after the execution by Parent Xxxxxx and Purchaser of any amendment pursuant to the provisions of this Section 5.15.01, Parent Purchaser shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionKalera, at any time and or from time to time, with the Rights Agent may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights AgentHolders, so long as, in the cases of clauses (ii) through (iv), as such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent Kalera such further covenants, restrictions, conditions or provisions as the Board of Directors Kalera shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as Kalera determines in its sole discretion may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent Kalera and the Rights Agent of any amendment pursuant to the provisions of this Section 5.15.01, Parent Kalera shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionLantheus, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), as such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof;hereof; (ii) to add to the covenants of Parent Lantheus such further covenants, restrictions, conditions or provisions as the Board of Directors Lantheus shall determine to be for the protection of the Holders;Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement;Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent Lantheus of any amendment pursuant to the provisions of this Section 5.15.01, Parent Lantheus shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board Resolution, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through iii), (iv) and (vi), such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to evidence the succession of another Person to Parent or Purchaser and the assumption by any such successor of the covenants of Parent or Purchaser herein as provided in Section 6.05; (iii) to add to the covenants of Parent or Purchaser such further covenants, restrictions, conditions or provisions as the Board of Directors Parent and Purchaser shall determine to be for the protection of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (ivv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange ActAct (or similar registration or prospectus requirements under securities laws outside the United States); or (vvi) any other amendments hereto for the purpose purposes of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the interests of the Holders. (b) Promptly after the execution by Parent Xxxxxx and Purchaser of any amendment pursuant to the provisions of this Section 5.15.01, Parent Purchaser shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionLantheus, at any time and or from time to time, may unilaterally enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), as such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent Lantheus such further covenants, restrictions, conditions or provisions as the Board of Directors Lantheus shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent Lantheus of any amendment pursuant to the provisions of this Section 5.15.01, Parent Lantheus shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionLantheus, at any time and or from time to time, may unilaterally without the consent of any other Person, other than the Rights Agent, enter into one or more amendments hereto, hereto for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses (ii) through (iv), as such amendments do not not, individually or in the aggregate, adversely affect the interests of the Holders: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) to add to the covenants of Parent Lantheus such further covenants, restrictions, conditions or provisions as the Board of Directors Lantheus shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; or (v) any other amendments amendment hereto for the purpose of adding, eliminating which would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent Lantheus of any amendment pursuant to the provisions of this Section 5.15.01, Parent Lantheus shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders or Rights Agent. (a) Parent, when authorized by a Board ResolutionThe Company, at any time and from time to time, may unilaterally enter into one or more amendments hereto, to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent, so long as, in the cases of clauses Agent (ii) through (ivsubject to Section 5.3), if and to the extent such amendments do amendment(s) (individually or the aggregate) does not materially and adversely impair or affect the interests rights of the HoldersHolders hereunder: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) subject to Section 6.1, to evidence the succession of another Person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as the Board of Directors shall determine to be for the protection and benefit of the Holders; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (iiiiv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision hereinin this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (ivv) as may be necessary or appropriate to ensure that CVRs are not subject to registration under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations made thereunder, or any applicable state securities or “blue sky” laws; (vi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel CVRs are not subject (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 or (ii) following a transfer of such CVRs to registration under the Securities Act Company or its Affiliates in accordance with Section 2.2 or Section 2.3(c); (viii) as may be necessary or appropriate to ensure that the Exchange ActCompany complies with applicable Law; or (vix) to effect any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by Parent the Company of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail the Company will (or will cause the Rights Agent to mailto) a notice thereof by first class mail to notify the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms of the substance of such amendmentamendment in accordance with Section 7.2.