Common use of Execution of Supplemental Agreements Clause in Contracts

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counsel, will not be prejudicial to the interests of the Shareholders as a whole or are in the opinion of counsel to the Parent necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent and its counsel, the rights of the Trustee and the Shareholders as a whole will not be prejudiced thereby.

Appears in 7 contracts

Samples: Share Exchange and Share Purchase Agreement (Actionview International Inc), Exchange and Voting Agreement (Dream Team International Inc), Share Exchange and Share Purchase Agreement (I Tech Holdings Inc)

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Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time time, RVI Sub (when authorized by a resolution of its Board of Directors), RVI (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent RVI and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to RVI, RVI Sub, the parties Trustee or this Agreementagreement; (c) to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof; and (cd) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 3 contracts

Samples: Voting and Exchange Trust Agreement (API Nanotronics Corp.), Voting and Exchange Trust Agreement (Rubincon Ventures Inc), Voting and Exchange Trust Agreement (Rubincon Ventures Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Patch Successors to the Parent Patch and the covenants of and obligations assumed by each such Parent Patch Successor in accordance with the provisions of Article 11 and the successor of any successor trustee Trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counselTrustee, will not be prejudicial to the interests of the Shareholders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent and its counselTrustee, the rights of the Trustee and the Shareholders as a whole will not be prejudiced thereby.

Appears in 3 contracts

Samples: Share Exchange Agreement (Patch International Inc/Cn), Exchange and Voting Trust Agreement (Patch International Inc/Cn), Exchange and Voting Trust Agreement (Patch International Inc/Cn)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties Parties hereto. From time to time Exchangeco (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its board of directors) and the parties Agent may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor successors of any successor trustee Agent in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Agent and its counsel, will not be prejudicial to the interests of the Shareholders as a whole Beneficiaries or are are, in the opinion of counsel to the Parent Agent, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, Exchangeco, the parties Agent or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Agent and its counsel, the rights of the Trustee Agent and the Shareholders as a whole Beneficiaries will not be prejudiced thereby.

Appears in 3 contracts

Samples: Voting and Exchange Agency Agreement (Ideal Accents Inc), Voting and Exchange Agency Agreement (Ideal Accents Inc), Voting and Exchange Agency Agreement (Medinex Systems Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counselTrustee, will not be prejudicial to the interests of the Shareholders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent and its counselTrustee, the rights of the Trustee and the Shareholders as a whole will not be prejudiced thereby.

Appears in 2 contracts

Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time Parent (when authorized by a resolution of its Board of Directors), Newco I (when authorized by a resolution of its board of directors), Newco II (when authorized by a resolution of its board of directors), and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of any Parent Successors Successor to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 12 and the successor of any successor trustee in accordance with the provisions of Article 1011; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Put Right, the Exchange Right, the Automatic Exchange Right, the Liquidation Call Right, the Redemption Call Right or the Automatic Exchange Rights whichRetraction Call Right which the boards of directors of Parent, Newco I and Newco II in good faith are of the opinion of the Parent and its based upon written advice from counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, Newco I or Newco II, the parties Holders, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including including, without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided thatthat if the Holders have not approved the applicable amendment or modification, the Trustee and its counsel relating to the Trust Estate only and the boards of directors of Parent, Newco I and Newco II in good faith and upon written advice of counsel are of the opinion of the Parent and its counsel, that the rights of the Trustee and the Shareholders as a whole Holders will not be prejudiced thereby.

Appears in 2 contracts

Samples: Exchange and Voting Trust Agreement (Worldpages Com Inc), Exchange and Voting Trust Agreement (Worldpages Com Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties Corporation (when authorized by a resolution of its Board of Directors), ParentCo (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent ParentCo and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 12 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the escrow provisions, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentCo, the parties Corporation, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Dialog Group Inc), Voting and Exchange Trust Agreement (Dialog Group Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time time, PTI Holdco (when authorized by a resolution of its Board of Directors), OSI (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent OSI and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to OSI, PTI Holdco, the parties Trustee or this Agreementagreement; (c) to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof; and (cd) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Oil States International Inc), Combination Agreement (Oil States International Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties Corporation (when authorized by a resolution of its Board of Directors), ParentCo (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent ParentCo and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 8 and the successor of any successor trustee in accordance with the provisions of Article 107; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or agreement, the Insolvency Exchange Put Right, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentCo, the parties Corporation, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 2 contracts

Samples: Exchange Trust Agreement, Exchange Trust Agreement (Accenture LTD)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement agreement otherwise than as permitted hereunder shall will be effective unless made in writing and signed by all of the parties heretoparties. From time to time time, the parties Corporation (when authorized by a resolution of its board of directors), Pixelworks (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shallwill, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Pixelworks Successors to the Parent and the covenants of and obligations assumed by each such Parent Pixelworks Successor in accordance with the provisions of Article 11 10 and the successor successors of any successor trustee in accordance with the provisions of Article 109; (b) making any additions to, deletions from form or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of the Parent and its Trustee (which, for this purpose, may rely on the advice of counsel), will not be prejudicial to the interests of the Shareholders as a whole Beneficiaries or are are, in the opinion of counsel to the Parent Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Pixelworks, the parties Corporation, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including including, without limitation limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent and its Trustee (which, for this purpose, may rely on the advice of counsel), the rights of the Trustee and the Shareholders as a whole Beneficiaries will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Pixelworks Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. (1) From time to time the parties Company (when authorized by a resolution of its Board of Directors), ParentCo (when authorized by a resolution of its board of directors), CallCo (when authorized by a resolution of its board of directors) the Holders and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any ParentCo Successors to the Parent ParentCo and the covenants of and obligations assumed by each such Parent ParentCo Successor in accordance with the provisions of Article 11 9 hereof and the successor of any successor trustee in accordance with the provisions of Article 108 hereof; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentCo, CallCo, the parties Company, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders as a whole Holders will not be prejudiced thereby.

Appears in 1 contract

Samples: Exchange Trust Agreement (Daleen Technologies Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties Corporation (when authorized by a resolution of its Board of Directors), ParentCo (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent ParentCo and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 12 and the successor of any successor trustee in accordance with the provisions of Article 1011; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the escrow provisions, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentCo, the parties Corporation, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Conexant Systems Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time VESI (when authorized by a resolution of its Board of Directors), Veritas (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (ai) evidencing the succession of Parent any Veritas Successors to the Parent Veritas and the covenants of and obligations assumed by each such Parent Successor Veritas Successors in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (bii) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Veritas, VESI, the parties Trustee or this Agreementagreement; and (ciii) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Veritas DGC Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall will be effective unless made in writing and signed by all of the parties hereto. From time to time the parties ExchangeCo (when authorized by a resolution of its Board of Directors) and Parent (when authorized by a resolution of its Board of Directors) may, subject to the provisions of these presents, and they shallwill, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 105; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Board of Directors of each of Parent and its counselExchangeCo, will not be prejudicial to the interests of the Shareholders as a whole or are in the opinion of counsel to the Parent necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties Parent, ExchangeCo or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Board of Directors of each of Parent and its counselExchangeCo, the rights of the Trustee and the Shareholders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Arrangement Agreement (Schmitt Industries Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time Albertaco, Marathon, USX and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any USX Successors to the Parent USX or Marathon and the covenants of and obligations assumed by each such Parent Successor USX Successors in accordance with the provisions of Article 11 8, and the successor of any successor trustee in accordance with the provisions of Article 107; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counsel, which will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to USX, Marathon, Albertaco, the parties Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent and its counsel, that the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Arrangement Agreement (Usx Corp)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ITI (when authorized by a resolution of its Board of Directors), EduTrek (when authorized by a resolution of its board of directors) and the parties Trustee, may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute execute, and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any EduTrek Successors to the Parent EduTrek and the covenants of and obligations assumed by each such Parent EduTrek Successor in accordance with the provisions of Article 11 XI and the successor of any successor trustee in accordance with the provisions of Article 10X; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to EduTrek, ITI, the parties Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Combination Agreement (Edutrek Int Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time time, CCo Sub (when authorized by a resolution of its Board of Directors), CCo and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent CCo and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Put Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to CCo, CCo Sub, the parties Trustee or this Agreementagreement; (c) to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof; and (cd) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Combination Agreement (Calpine Corp)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time US Co Sub (when authorized by a resolution of its Board of Directors), US Co (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (ai) evidencing the succession of Parent any US Co Successors to the Parent US Co and the covenants of and obligations assumed by each such Parent Successor US Co Successors in accordance with the provisions of Article 11 11, and the successor of any successor trustee in accordance with the provisions of Article 10; (bii) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to US Co, US Co Sub, the parties Trustee or this Agreement; and (ciii) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Combination Agreement (Pioneer Natural Resources Co)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding Section 9.1, from time to time Exchangeco (when authorized by a resolution of its Board of Directors), Redback (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presentsthis Agreement, and they shall, when so directed by these presentsthis Agreement, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Redback Successors to the Parent and the covenants of and obligations assumed by each such Parent Redback Successor in accordance with the provisions of Article 11 Section 8.0 and the successor succession of any successor trustee in accordance with the provisions of Article 10Section 7.0; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counselTrustee, will not be prejudicial to the interests of the Shareholders as a whole Beneficiaries or are are, in the opinion of counsel to the Parent Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation legislation, the provisions of which apply to Redback, Exchangeco, the parties Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent and its counselTrustee, the rights of the Trustee and the Shareholders as a whole Beneficiaries will not be prejudiced thereby.

Appears in 1 contract

Samples: Arrangement Agreement (Redback Networks Inc)

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Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall will be effective unless made in writing and signed by all of the parties hereto. From time to time Apple (when authorized by a resolution of the parties Board of Directors), AOI (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shallwill, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent AOI Successors to the Parent AOI and the covenants of and obligations assumed by each such Parent AOI Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights whichwhich the Trustee is satisfied, in the opinion of the Parent and its counselhaving made due inquiry, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to AOI, Apple, the parties Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided thatthat the Trustee is satisfied, in the opinion of the Parent and its counselhaving made due inquiry, that the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Agreement (Apple Orthodontix Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties Company (when authorized by a resolution of its Board of Directors), Parent (when authorized by a vote of its board of directors), Subco (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of any Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; ; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, Subco, the parties Company, the Trustee or this Agreement; and and (c) for any other purposes not inconsistent with the provisions of this Agreement, including including, without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Pri Automation Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties Parties hereto. From time to time Exchangeco (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its board of directors) and the parties Agent may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor successors of any successor trustee Agent in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement Agreement, the Voting Rights or the Insolvency Exchange Right or the Automatic Exchange Ancillary Rights which, in the opinion of the Parent Agent and its counsel, will not be prejudicial to the interests of the Shareholders as a whole Vendors or are are, in the opinion of counsel to the Parent Agent, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, Exchangeco, the parties Agent or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation limitation, to make or evidence any amendment or modification to this Voting And Exchange Agency Agreement Agreement as contemplated hereby, provided that, in the opinion of the Parent Agent and its counsel, the rights of the Trustee Agent and the Shareholders as a whole Vendors will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Agency Agreement (Wireless Age Communications Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties Parties hereto. From time to time Exchangeco (when authorized by a resolution of its Board of Directors), Apta (when authorized by a resolution of its board of directors) and the parties Agent may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Apta Successors to the Parent and the covenants of and obligations assumed by each such Parent Apta Successor in accordance with the provisions of Article 11 and the successor successors of any successor trustee Agent in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Agent and its counsel, will not be prejudicial to the interests of the Shareholders as a whole Beneficiaries or are are, in the opinion of counsel to the Parent Agent, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Apta, Exchangeco, the parties Agent or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Agent and its counsel, the rights of the Trustee Agent and the Shareholders as a whole Beneficiaries will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Agency Agreement (Apta Holdings Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 12 and the successor of any successor trustee in accordance with the provisions of Article 1011; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counsel, will not be prejudicial to the interests of the Shareholders as a whole or are in the opinion of counsel to the Parent necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent and its counsel, the rights of the Trustee and the Shareholders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Share Exchange and Share Purchase Agreement (Sierra Gigante Resources Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time SIL (when authorized by a resolution of its Board of Directors), Shannon (when authorized by a resolution of its board of xxxxxxxrs) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (ai) evidencing the succession of Parent any Shannon Successors to the Parent Shannon and the covenants of and obligations axx xxxxgations assumed by each xx xxxh such Parent Successor Shannon Successors in accordance with the provisions of Article 11 xx Xxxicle 11, and the successor of any successor trustee in accordance with the provisions of Article 10; (bii) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Shannon, SIL, the parties Trustee or this Agreement; and (ciii) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Shannon International Resources Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time Westcor (when authorized by a resolution of its Board of Directors), Pubco (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (ai) evidencing the succession of Parent any Pubco Successors to the Parent Pubco and the covenants of and obligations assumed by each such Parent Successor Pubco Successors in accordance with the provisions of Article 11 11, and the successor of any successor trustee in accordance with the provisions of Article 10; (bii) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Pubco, Westcor, the parties Trustee or this Agreement; and (ciii) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated contem-plated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting Trust and Exchange Agreement (E Financial Depot Com)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time Services, Weatherford and the parties Trustee may, subject to the provisions of these presentsthis agreement, and they shall, when so directed by these presentsthis agreement, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (ai) evidencing the succession of Parent Successors any Weatherford Successor to the Parent Weatherford and the covenants of and obligations assumed by each such Parent Weatherford Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (bii) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Put Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Weatherford, Services, the parties Trustee or this Agreementagreement; and (ciii) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Combination Agreement (Weatherford International Inc /New/)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties Corporation (when authorized by a resolution of the Board of Directors), Dutchco (when authorized by a resolution of its Board of Directors), the Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 12 and the successor of any successor trustee in accordance with the provisions of Article 1011; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Right or Right, the Automatic Exchange Rights or the Covenants which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Beneficiaries as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties Parent, Dutchco, the Corporation, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Beneficiaries as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Discreet Logic Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties Company (when authorized by a resolution of its Board of Directors), Parent (when authorized by a vote of its board of directors), Subco (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of any Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Insolvency Voting Rights, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, Subco, the parties Company, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including including, without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Pri Automation Inc)

Execution of Supplemental Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time time, ExchangeCo (when authorized by a resolution of its Board of Directors), JAG (when authorized by a resolution of its board of directors) and the parties Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent any Successors to the Parent JAG and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent Trustee and its counsel, will not be prejudicial to the interests of the Shareholders Holders as a whole or are in the opinion of counsel to the Parent Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to JAG, ExchangeCo, the parties Trustee or this Agreementagreement; (c) to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof; and (cd) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Parent Trustee and its counsel, the rights of the Trustee and the Shareholders Holders as a whole will not be prejudiced thereby.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Jag Media Holdings Inc)

Execution of Supplemental Agreements. No Except as contemplated herein, no amendment to or modification or waiver of any of the provisions of this Agreement otherwise than as permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the parties NewCo (when authorized by a resolution of its Board of Directors), MetaSolv AcquisitionCo (when authorized by a resolution of its board of directors) and MetaSolv (when authorized by a resolution of its board of directors) may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, Agreements agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent MetaSolv Successors to the Parent and the covenants of and obligations assumed by each such Parent MetaSolv Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 105; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or Agreement, the Insolvency Exchange Right or the Automatic Exchange Rights which, in the opinion of the Parent and its counsel, which will not be prejudicial in any material respect to the interests of the Shareholders as a whole or are are, in the opinion of counsel to the Parent MetaSolv and NewCo, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the parties MetaSolv, NewCo or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Parent MetaSolv and its counselNewCo, the rights of the Trustee and the Shareholders as a whole will not be materially prejudiced thereby.

Appears in 1 contract

Samples: Exchange Agreement (Metasolv Inc)

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