Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or (c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (SMTC Corp), Voting and Exchange Trust Agreement (SMTC Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 4.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) 4.5.1 adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC CanadaLoJack Exchangeco, SMTC Nova Scotia LoJack Callco and SMTC LoJack shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) 4.5.2 making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCLoJack Exchangeco, SMTC Nova Scotia LoJack Callco and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesLoJack, it may be expedient to make, provided that each such boards board of directors shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(c) 4.5.3 making such changes or corrections which, on the advice of counsel to XXXXLoJack Exchangeco, XXXX Xxxx Xxxxxx, XXXX Xxxxxx LoJack Callco and the TrusteeLoJack, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Boards of directors Directors of each of SMTCLoJack Exchangeco, SMTC Nova Scotia LoJack Callco and SMTC Canada LoJack shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 2 contracts
Samples: Combination Agreement (Lojack Corp), Support Agreement (Lojack Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of Redeemable Corporation Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each USCo2 and the board of SMTC Canada, SMTC Nova Scotia and SMTC directors of Pubco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of Redeemable Corporation Shares, as a whole other than Pubco and its affiliates;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each USCo2 and the board of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice directors of counsel to the Trustee, having in mind the best interests of the BeneficiariesPubco, it may be expedient to make, provided that each such boards board of directors shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the interests of the Beneficiariesholders of Redeemable Corporation Shares as a whole other than Pubco and its affiliates; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx USCo2 and the TrusteePubco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each USCo2 and the board of SMTC, SMTC Nova Scotia and SMTC Canada directors of Pubco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiariesholders of Redeemable Corporation Shares as a whole other than Pubco and its affiliates.
Appears in 2 contracts
Samples: Support Agreement (Acreage Holdings, Inc.), Support Agreement
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia CERI and SMTC WSI shall be of the good faith opinion (confirmed in writing by each to the Trustee) that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia WSI and SMTC Canada CERI (confirmed in writing by each to the Trustee) and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXWSI, XXXX Xxxx Xxxxxx, XXXX Xxxxxx CERI and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTC, SMTC Nova Scotia WSI and SMTC Canada CERI shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Capital Environmental Resource Inc), Voting and Exchange Trust Agreement (Waste Services, Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC Coors shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Coors and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXCoors, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Coors and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto or any combination of them for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC CanadaMarathon, SMTC Nova Scotia CallCo and SMTC AcquisitionCo shall be of the good faith opinion opinion, after consultation with counsel, that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCMarathon, SMTC Nova Scotia CallCo and SMTC Canada AcquisitionCo and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXMarathon, XXXX Xxxx XxxxxxCallCo, XXXX Xxxxxx AcquisitionCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or ambiguity, defect, inconsistent provision or provision, clerical omission or omission, mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTCMarathon, SMTC Nova Scotia CallCo and SMTC Canada AcquisitionCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Marathon Oil Corp), Voting and Exchange Trust Agreement (Marathon Oil Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia the Corporation and SMTC Bionik US shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be advised that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Bionik US and SMTC Canada the Corporation and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion advised that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXBionik US, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Corporation and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement, Voting and Exchange Trust Agreement (Bionik Laboratories Corp.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia the Corporation and SMTC Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada the Corporation and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAcquiror, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Corporation and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada the Corporation shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Surge Global Energy, Inc.), Stock Purchase Agreement (Surge Global Energy, Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Common Units or the PC Corp Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for if the protection manager of the Beneficiaries hereunder provided that LLC, the board of directors of each PC Corp and the board of SMTC Canada, SMTC Nova Scotia and SMTC directors of Pubco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Common Units or the Redeemable Corporation Shares, in both cases as a whole other than Pubco and its affiliates;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the manager of the LLC, the board of directors of each PC Corp and the board of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice directors of counsel to the Trustee, having in mind the best interests of the BeneficiariesPubco, it may be expedient to make, provided that each such boards manager or board of directors directors, as the case may be, shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the interests of the Beneficiariesholders of the Common Units or Redeemable Corporation Shares, in both cases as a whole other than Pubco and its affiliates; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe LLC, XXXX Xxxx Xxxxxx, XXXX Xxxxxx PC Corp and the TrusteePubco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the manager of the LLC, the board of directors of each PC Corp and the board of SMTC, SMTC Nova Scotia and SMTC Canada directors of Pubco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiariesholders of the Common Units or Redeemable Corporation Shares, in both cases as a whole other than Pubco and its affiliates.
Appears in 2 contracts
Samples: Support Agreement (MedMen Enterprises, Inc.), Support Agreement
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Holders hereunder provided subject to the receipt by the Trustee of an opinion of its counsel that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole or the Trustee;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia OSI and SMTC Canada PTI Holdco and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; orHolders as a whole;
(c) making such changes or corrections which, on the advice of counsel to XXXXPTI Holdco, XXXX Xxxx Xxxxxx, XXXX Xxxxxx OSI and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel and the board of directors of each of SMTC, SMTC Nova Scotia PTI Holdco and SMTC Canada OSI shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole; or
(d) making such changes as may be necessary or appropriate to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof.
Appears in 2 contracts
Samples: Combination Agreement (Oil States International Inc), Voting and Exchange Trust Agreement (Oil States International Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 13.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) 13.2.1 adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia LoJack Exchangeco and SMTC LoJack shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) 13.2.2 making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia LoJack and SMTC Canada LoJack Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(c) 13.2.3 making such changes or corrections which, on the advice of counsel to XXXXLoJack, XXXX Xxxx Xxxxxx, XXXX Xxxxxx LoJack Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTC, SMTC Nova Scotia LoJack and SMTC Canada LoJack Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Lojack Corp), Combination Agreement (Lojack Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC Shire shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTCShire and ExchangeCo and in the opinion of the Trustee (which may, SMTC Nova Scotia and SMTC Canada and for this purpose, rely on the advice opinion of counsel to the Trusteecounsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXShire, XXXX Xxxx Xxxxxx, XXXX Xxxxxx ExchangeCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the board opinion of directors the Trustee (which may, for this purpose, rely on the opinion of counsel) and the Board of Directors of each of SMTC, SMTC Nova Scotia Shire and SMTC Canada shall be of the opinion that ExchangeCo such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Shire PLC), Voting and Exchange Trust Agreement (Shire Pharmaceuticals Group PLC)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC CanadaParent, SMTC Nova Scotia CallCo and SMTC ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia CallCo and SMTC Canada ExchangeCo and on in the advice of counsel to the Trustee, having in mind the best interests opinion of the Beneficiaries, Share Trustee it may be expedient to make, provided that each such boards board of directors and the Share Trustee shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(cd) making such changes or corrections which, on the advice of counsel to XXXXParent, XXXX Xxxx XxxxxxCallCo, XXXX Xxxxxx ExchangeCo and the Share Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the each such board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Zymeworks Delaware Inc.), Transaction Agreement (Zymeworks Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiariesholders of Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Non-Affiliated Holders hereunder provided that the board of directors of each of SMTC CanadaAmalco, SMTC Nova Scotia Paid and SMTC Callco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole;
(b) evidencing the succession of a Paid Successor and the covenants and obligations assumed by each such Paid Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement Agreement, as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCPaid, SMTC Nova Scotia Callco and SMTC Canada and on the advice of counsel to the TrusteeAmalco, having in mind the best interests of the Beneficiariesholders of Exchangeable Shares, it may be expedient to make, provided that such boards of directors shall be of the opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(cd) making such changes or corrections which, on the advice of counsel to XXXXPaid, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the TrusteeCallco or Amalco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTCPaid, SMTC Nova Scotia Callco and SMTC Canada Amalco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and or interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 2 contracts
Samples: Amalgamation Agreement (Paid Inc), Exchange and Call Rights Agreement (Paid Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada ExchangeCo and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the Trustee, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada ExchangeCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (Magnum Hunter Resources Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4 hereof, the parties Parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesapprovals set forth in Section 4.4 hereof, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that Parties hereto if the board of directors of each of SMTC Canada, SMTC Nova Scotia Company Board and SMTC shall be the BAM Board are of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesNon-Brookfield Holders as a whole;
(b) evidencing the succession of a BAM Successor and the covenants of and obligations assumed by such BAM Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Company Board and SMTC Canada and on the advice of counsel to the TrusteeBAM Board, having in mind the best interests of the BeneficiariesNon-Brookfield Holders as a whole, it may be expedient to make, provided that each such boards board of directors shall be is of the opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the BeneficiariesNon-Brookfield Holders as a whole; or
(cd) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Company and the TrusteeBAM, are required for the purpose of curing or correcting any ambiguity or defect or defect, inconsistent provision or provision, clerical omission or omission, mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia Company Board and SMTC Canada shall be the BAM Board are of the opinion that such changes or corrections will not be prejudicial to the rights and or interests of the BeneficiariesNon-Brookfield Holders as a whole.
Appears in 2 contracts
Samples: Support Agreement (Brookfield Asset Management Reinsurance Partners Ltd.), Support Agreement (Brookfield Asset Management Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.15.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC CanadaParent, SMTC Nova Scotia CallCo and SMTC ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia CallCo and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesExchangeCo, it may be expedient to make, provided that each such boards board of directors shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(cd) making such changes or corrections hereto which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx CallCo and the TrusteeExchangeCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of SMTCParent, SMTC Nova Scotia CallCo and SMTC Canada ExchangeCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 2 contracts
Samples: Transaction Agreement (Zymeworks Inc.), Exchangeable Share Support Agreement (Zymeworks Delaware Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board General Partner and the Board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC Directors shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board General Partner and the Board of directors Directors and in the opinion of each of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Board of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Company, XXXX Xxxx Xxxxxx, XXXX Xxxxxx EMS LP and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia the Company and SMTC Canada the general partner of EMS LP shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Emergency Medical Services CORP), Voting and Exchange Trust Agreement (STAT Healthcare, Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Common Units or the USCo Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for if the protection manager of the Beneficiaries hereunder provided that LLC, the board of directors of each USCo and the board of SMTC Canada, SMTC Nova Scotia and SMTC directors of Pubco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Common Units, as a whole other than Pubco and its affiliates;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the manager of the LLC, the board of directors of each USCo and the board of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice directors of counsel to the Trustee, having in mind the best interests of the BeneficiariesPubco, it may be expedient to make, provided that each such boards manager or board of directors directors, as the case may be, shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the interests of the Beneficiariesholders of the Common Units as a whole other than Pubco and its affiliates; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe LLC, XXXX Xxxx Xxxxxx, XXXX Xxxxxx USCo and the TrusteePubco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the manager of the LLC, the board of directors of each USCo and the board of SMTC, SMTC Nova Scotia and SMTC Canada directors of Pubco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiariesholders of the Common Units as a whole other than Pubco and its affiliates.
Appears in 2 contracts
Samples: Support Agreement (Acreage Holdings, Inc.), Support Agreement
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada ExchangeCo and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAcquiror, XXXX Xxxx Xxxxxx, XXXX Xxxxxx ExchangeCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada ExchangeCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 2 contracts
Samples: Arrangement Agreement (Gran Tierra Energy, Inc.), Voting and Exchange Trust Agreement (Gran Tierra Energy, Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC CanadaMolycorp, SMTC Nova Scotia Callco and SMTC Exchangeco shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such additions will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole;
(b) evidencing the succession of Molycorp Successors and the covenants of and obligations assumed by each such Molycorp Successor in accordance with the provisions of Article 10;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCMolycorp, SMTC Nova Scotia Callco and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the BeneficiariesBeneficiaries as a whole, it may be expedient to make, provided that each such boards board of directors and the Trustee shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole; or
(cd) making such changes or corrections which, on the advice of counsel to XXXXMolycorp, XXXX Xxxx XxxxxxCallco, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the each such board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada the Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights and or interests of the BeneficiariesBeneficiaries as a whole.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 4.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC CanadaNPS - Allelix Inc., SMTC Nova Scotia NPS Holdings and SMTC NPS shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTCNPS - Allelix Inc., SMTC Nova Scotia NPS Holdings and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesNPS, it may be expedient to make, provided that each such boards Board of directors Directors shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to XXXXNPS - Allelix Inc., XXXX Xxxx Xxxxxx, XXXX Xxxxxx NPS Holdings and the TrusteeNPS, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Boards of directors Directors of each of SMTCNPS - Allelix Inc., SMTC Nova Scotia NPS Holdings and SMTC Canada NPS shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.112(a) hereof, the parties to this agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement for the purposes of:
(ai) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesHolders hereunder;
(bii) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each Services and in the opinion of SMTC, SMTC Nova Scotia the Trustee and SMTC Canada and on the advice of counsel to the Trusteeits counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(ciii) making such changes or corrections which, on the advice of counsel to XXXXServices, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Weatherford and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee and its counsel and the board of directors of each of SMTC, SMTC Nova Scotia Services and SMTC Canada Weatherford shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole.
Appears in 1 contract
Samples: Combination Agreement (Weatherford International Inc /New/)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia the Company and SMTC Abgenix shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Abgenix and SMTC Canada the Company and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAbgenix, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Company and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Abgenix and SMTC Canada the Company shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting, Exchange and Cash Put Trust Agreement (Abgenix Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Acquisitionco and SMTC Coeur shall be of the good faith opinion (confirmed in writing by each to the Trustee) that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement (as confirmed in writing by Acquisitionco which may be relied upon by the Trustee), as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Coeur and SMTC Canada and on the advice of counsel Acquisitionco (confirmed in writing by each to the Trustee) and in the opinion of the Trustee, in reliance upon a certificate of Acquisitionco, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors (confirmed in writing by each to the Trustee) and the Trustee, acting in reliance upon a certificate of Acquisitionco, shall be of the opinion that such amendments and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXCoeur, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Acquisitionco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Coeur D Alene Mines Holdings Co)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4 hereof, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable LP Units, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of the general partner of each of SMTC Canada, SMTC Nova Scotia Exchange LP and SMTC shall BPY will be of the good faith opinion that such additions will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole;
(b) evidencing the succession of BPY Successors and the covenants of and obligations assumed by each such BPY Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of the general partner of each of SMTC, SMTC Nova Scotia Exchange LP and SMTC Canada and on the advice of counsel to the TrusteeBPY, having in mind the best interests of the BeneficiariesNon-Affiliated Holders as a whole, it may be expedient to make, provided that each such boards board of directors shall will be of the opinion that such amendments and or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(cd) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchange LP and the TrusteeBPY, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board boards of directors of each of SMTC, SMTC Nova Scotia the general partner of Exchange LP and SMTC Canada shall BPY will be of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights and or interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 1 contract
Samples: Support Agreement (Brookfield Property Partners L.P.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder Holders hereunder; provided that the board Board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC Directors shall be of the good faith opinion, after receipt of a written opinion of outside counsel, that such additions will covenants are not be prejudicial to the rights or interests of the Beneficiaries;holders of the Exchangeable Shares; or
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCTMW, SMTC Nova Scotia Canco and SMTC Canada MG and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, ; provided that such boards of directors and the Trustee and its counsel shall be of the opinion, after receipt of a written opinion of outside counsel, that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXXTMW, XXXX Xxxx XxxxxxCanco, XXXX Xxxxxx MG and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada MG shall be of the opinion that such changes or corrections will not be prejudicial send a written notice to the rights Holders notifying them of any amendment made pursuant to this Section 12.2 and interests a copy of the Beneficiariesany written opinion of counsel received in connection with any such amendment.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.113.1 hereof, the parties to this agreement Newco I, Newco II, USA V, Parent and Trustee may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders but on reasonable notice to them with sufficient details provided, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that Holders or the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesTrustee hereunder;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia Newco I or Newco II with respect to all matters and SMTC Canada in the opinion of the Trustee and on the advice of its counsel relating to the TrusteeTrust Estate only, having in mind the best interests of the BeneficiariesHolders as a whole, it may be in good faith expedient to make, provided that such boards of directors with respect to all matters and the Trustee relating to the Trust Estate only, shall be of the good faith opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on the written advice of counsel to XXXXNewco I, XXXX Xxxx XxxxxxNewco II, XXXX Xxxxxx or Parent, and if relating to the TrusteeTrust Estate on the advice of Trustee and/or its counsel, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel relating to the Trust Estate only, and the board of directors of each of SMTCthe Newco I, SMTC Nova Scotia Newco II and SMTC Canada Parent and their counsel with respect to all matters shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole.
Appears in 1 contract
Samples: Exchange and Voting Trust Agreement (Worldpages Com Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.110.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Canco and SMTC United Royale shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such additions will not be materially prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia United Royale and SMTC Canada Canco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards United Royale, Canco and the Trustee, acting on the advice of directors counsel, shall be of the opinion that such amendments and modifications will not be materially prejudicial to the interests of the Beneficiaries; or;
(c) making such changes or corrections which, on the advice of counsel to XXXXUnited Royale, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; or
(d) making changes to provide added protection or benefit to or for the benefit of Beneficiaries hereunder provided that the board of directors of each of SMTCCanco and United Royale shall be of the good faith opinion and the Trustee, SMTC Nova Scotia and SMTC Canada acting on the advice of counsel, shall be of the opinion that such changes or corrections will not be materially prejudicial to the rights and or interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (United Royale Holdings Corp.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC Harvest shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia ExchangeCo and SMTC Canada Harvest and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXHarvest Energy Trust, XXXX Xxxx XxxxxxExchangeCo, XXXX Xxxxxx Harvest and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of each Directors of SMTC, SMTC Nova Scotia and SMTC Canada Harvest shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Harvest Energy Trust)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC JDS Uniphase shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia JDS Uniphase and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXJDS Uniphase, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Board of directors Directors of each of SMTC, SMTC Nova Scotia JDS Uniphase and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (JDS Uniphase Corp /Ca/)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Canco and SMTC Acquirer shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Acquirer and SMTC Canada Canco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAcquirer, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Acquirer and SMTC Canada Canco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Canwest Petroleum Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Canco and SMTC RG shall be of the good faith opinion and the Trustee, acting on 122 Table of Contents the advice of counsel, shall be of the opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia RG and SMTC Canada Canco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXRG, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Holders hereunder provided subject to the receipt by the Trustee of an opinion in satisfactory form of counsel of recognized standing that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole or the Trustee;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Jaws US and SMTC Jaws Canada and on subject to the advice receipt by the Trustee of an opinion in satisfactory form of counsel to the Trusteeof recognized standing, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Jaws Canada and the TrusteeJaws US, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the board of directors of each of SMTC, SMTC Nova Scotia Jaws Canada and SMTC Canada Jaws US shall be of the opinion subject to the receipt by the Trustee of an opinion in satisfactory form of counsel of recognized standing, that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Jaws Technologies Inc /Ny)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC CanadaD-Wave Quantum, SMTC Nova Scotia CallCo, ExchangeCo and SMTC the Trustee, acting on the advice of counsel, shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) evidencing the succession of D-Wave Quantum Successors and the covenants of and obligations assumed by each such D-Wave Quantum Successor in accordance with the provisions of Article 11;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCD-Wave Quantum, SMTC Nova Scotia CallCo and SMTC Canada ExchangeCo and in the opinion of the Trustee, acting on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiariescounsel, it may be expedient to make, provided that each such boards board of directors and the Trustee shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(cd) making such changes or corrections which, on the advice of counsel to XXXXD-Wave Quantum, XXXX Xxxx XxxxxxCallCo, XXXX Xxxxxx ExchangeCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the each such board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada the Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (D-Wave Quantum Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Holders hereunder provided subject to the receipt by the Trustee of an opinion of its counsel that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial to the rights or interests of the Beneficiariesholders as a whole or the Trustee;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia CCo and SMTC Canada CCo Sub and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; orHolders as a whole;
(c) making such changes or corrections which, on the advice of counsel to XXXXCCo Sub, XXXX Xxxx Xxxxxx, XXXX Xxxxxx CCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel and the board of directors of each of SMTC, SMTC Nova Scotia CCo Sub and SMTC Canada CCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole; or
(d) making such changes as may be necessary or appropriate to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof.
Appears in 1 contract
Samples: Combination Agreement (Calpine Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 4.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the LuxCo Exchangeable Preferred Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia LuxCo and SMTC ParentCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the LuxCo Exchangeable Preferred Shares;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia LuxCo and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesParentCo, it may be expedient to make, provided that each such boards board of directors shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the LuxCo Exchangeable Preferred Shares; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx LuxCo and the TrusteeParentCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board boards of directors of each of SMTC, SMTC Nova Scotia LuxCo and SMTC Canada ParentCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the LuxCo Exchangeable Preferred Shares.
Appears in 1 contract
Samples: Support Agreement (Mymetics Corp)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Parent and SMTC Exchangeco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Solectron Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement for the purposes of:
: (a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Holders hereunder provided subject to the receipt by the Trustee of an opinion of counsel that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial to the rights or interests of the Beneficiaries;
holders as a whole or the Trustee; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Devon and SMTC Canada Northstar and in the opinion of the Trustee relying on the advice opinion of counsel to the Trusteecounsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
or (c) making such changes or corrections which, on the advice of counsel to XXXXNorthstar, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Devon and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel and the board of directors of each of SMTC, SMTC Nova Scotia Northstar and SMTC Canada Devon shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole. 12.3 MEETING TO CONSIDER AMENDMENTS Northstar, at the request of Devon, shall call a meeting or meetings of the Holders for the purpose of considering any proposed amendment or modification requiring approval pursuant hereto. Any such meeting 21 22 or meetings shall be called and held in accordance with the by-laws of Northstar, the Exchangeable Share Provisions and all applicable laws.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Devon Energy Corp /Ok/)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Holders hereunder provided subject to the receipt by the Trustee of an opinion of its counsel that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial to the rights or interests of the Beneficiariesholders as a whole or the Trustee;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia JAG and SMTC Canada ExchangeCo and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; orHolders as a whole;
(c) making such changes or corrections which, on the advice of counsel to XXXXExchangeCo, XXXX Xxxx Xxxxxx, XXXX Xxxxxx JAG and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel and the board of directors of each of SMTC, SMTC Nova Scotia ExchangeCo and SMTC Canada JAG shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole; or
(d) making such changes as may be necessary or appropriate to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Jag Media Holdings Inc)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Matsub and SMTC Merge shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Merge and SMTC Canada Matsub and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXMerge, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Matsub and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Merge and SMTC Canada Matsub shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Merge Technologies Inc)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia CN and SMTC Newco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Newco and SMTC Canada CN and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXNewco, XXXX Xxxx Xxxxxx, XXXX Xxxxxx CN and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and the Board of directors Directors of each of SMTC, SMTC Nova Scotia Newco and SMTC Canada CN shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Combination Agreement (Burlington Northern Santa Fe Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.17.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC CanadaParent, SMTC Nova Scotia Callco and SMTC the Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 4;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesCompany, it may be expedient to make, provided that each such boards board of directors shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(cd) making such changes or corrections hereto which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Callco and the TrusteeCompany, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada the Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (Penn National Gaming Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 4.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for if the protection Board of the Beneficiaries hereunder provided that the board of directors Directors of each of SMTC CanadaVivendi Exchangeco, SMTC Nova Scotia Vivendi Holdings and SMTC Vivendi shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTCVivendi Exchangeco, SMTC Nova Scotia Vivendi Holdings and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesVivendi, it may be expedient to make, provided that each such boards Board of directors Directors shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to XXXXVivendi Exchangeco, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Vivendi Holdings and the TrusteeVivendi, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Boards of directors Directors of each of SMTCVivendi Exchangeco, SMTC Nova Scotia Vivendi Holdings and SMTC Canada Vivendi shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Seagram Co LTD)
Ministerial Amendments. Notwithstanding Exchangeco shall not propose, agree to or otherwise give effect to any amendment to, or waiver or forgiveness of its rights or obligations under the provisions of Section 12.1, the parties to this agreement may in writing, at any time and from time to time, Agreement without the approval of Holders given in accordance with Section 11.2 of the BeneficiariesExchangeable Share Provisions, amend other than such amendments, waivers and/or forgiveness as may be necessary or modify this agreement advisable for the purposes of:
(a) adding to the covenants of any the other party or all parties hereto to such agreements for the protection of Exchangeco or the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesHolders;
(b) making such amendments provisions or modifications not inconsistent with this agreement such agreements as may be necessary or desirable with respect to matters or questions arising thereunder which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia BEI and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesExchangeco, it may be expedient to make, provided that such boards the Board of directors Directors of each of BEI and Exchangeco shall be of the opinion opinion, after consultation with counsel, that such amendments provisions and modifications will not be prejudicial to the interests of the BeneficiariesHolders; or
(c) making such changes in or corrections to such agreements which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the TrusteeExchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained therein, provided that the board Board of directors Directors of each of SMTC, SMTC Nova Scotia BEI and SMTC Canada Exchangeco shall be of the opinion opinion, after consultation with counsel, that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.Holders. [THIS SPACE INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.10 hereof, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesNon-Affiliated Holders, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders hereunder;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors and the Parent Board of each Directors and in the opinion of SMTC, SMTC Nova Scotia the Trustee and SMTC Canada and on the advice of counsel to the Trusteeits counsel, having in mind the best interests of the BeneficiariesNon-Affiliated Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Corporation, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Parent and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and its counsel and the Board of directors Directors and the Parent Board of each of SMTC, SMTC Nova Scotia and SMTC Canada Directors shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 1 contract
Samples: Voting, Support and Exchange Trust Agreement (Planet411 Com Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1Subsection 9.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Pure Exchangeco and SMTC Pure shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Pure and SMTC Canada Pure Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXPure, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Pure Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Pure and SMTC Canada Pure Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement Trust Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesNon-Affiliated Holders or the approval of the holders of the Convertible Shares, amend or modify this agreement Trust Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that Non-Affiliated Holders and the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be holders of the good faith opinion that such additions will not be prejudicial to Convertible Shares hereunder and under the rights or interests of the BeneficiariesCompany's Articles;
(b) making such amendments or modifications not inconsistent with this agreement Trust Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Company Board of directors Directors and the Parent Board of each Directors and in the opinion of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best commercially reasonable interests of the BeneficiariesNon-Affiliated Holders and the holders of the Convertible Shares as a whole, it may be expedient to make, provided that such boards of directors and the Trustee shall be of the opinion that such amendments and modifications will not be materially prejudicial to the interests of the BeneficiariesNon-Affiliated Holders and the holders of the Convertible Shares as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the Trustee, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and the Company Board of directors Directors and the Parent Board of each of SMTC, SMTC Nova Scotia and SMTC Canada Directors shall be of the opinion that such changes or corrections will not be materially prejudicial to the rights and interests of the BeneficiariesNon-Affiliated Holders and the holders of the Convertible Shares as a whole.
Appears in 1 contract
Samples: Voting, Support and Exchange Trust Agreement (Cr Resorts Capital S De R L De C V)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Canco and SMTC Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada Canco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAcquiror, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada Canco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 5.1 hereof, the parties to this agreement MetaSolv and NewCo may in writing, at any time and from time to time, without the approval of the BeneficiariesShareholders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries Shareholders hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia NewCo and SMTC MetaSolv shall be of the good faith opinion that such additions will not be prejudicial in any material respect to the rights or interests of the BeneficiariesShareholders as a whole;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia MetaSolv and SMTC Canada and on the advice of counsel to the TrusteeNewCo, having in mind the best interests of the BeneficiariesShareholders, it may be expedient to make, provided that such boards of directors shall be of the opinion that such amendments and modifications will not be prejudicial in any material respect to the interests of the BeneficiariesShareholders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx MetaSolv and the TrusteeNewCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the board Board of directors Directors of each of SMTC, SMTC Nova Scotia MetaSolv and SMTC Canada NewCo shall be of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights and interests of the BeneficiariesShareholders.
Appears in 1 contract
Samples: Exchange Agreement (Metasolv Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 9.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries Holders hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Vivendi Exchangeco and SMTC Vivendi shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesHolders;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Vivendi and SMTC Canada Vivendi Exchangeco and on in the advice opinion of counsel to the TrusteeCustodian, having in mind the best interests of the BeneficiariesHolders, it may be expedient to make, including without limitation those referred to in section 3.1(b), provided that such boards Boards of directors shall be Directors and the Custodian, acting on the advice of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; orcounsel,
(c) making such changes or corrections which, on the advice of counsel to XXXXVivendi, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Vivendi Exchangeco and the TrusteeCustodian, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Custodian, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Vivendi and SMTC Canada Vivendi Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders.
Appears in 1 contract
Samples: Custody Agreement (Seagram Co LTD)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 11.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder Beneficiaries, provided that the Trustee and the board of directors of each of SMTC Canadathe Corporation, SMTC Pixelworks Nova Scotia and SMTC shall be Pixelworks is of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCPixelworks, SMTC Pixelworks Nova Scotia and SMTC Canada the Corporation and in the opinion of the Trustee (which, for this purpose, may rely on the advice of counsel to the Trusteecounsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors shall be and the Trustee are of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXPixelworks, XXXX Xxxx XxxxxxPixelworks Nova Scotia, XXXX Xxxxxx the Corporation and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee and the board of directors of each of SMTCPixelworks, SMTC Pixelworks Nova Scotia and SMTC Canada shall be the Corporation is of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Pixelworks Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.113.1 hereof, the parties to this agreement Newco I, Newco II, Parent and Trustee may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders but on reasonable notice to them with sufficient details provided, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that Holders or the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesTrustee hereunder;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia Newco I or Newco II with respect to all matters and SMTC Canada in the opinion of the Trustee and on the advice of its counsel relating to the TrusteeTrust Estate only, having in mind the best interests of the BeneficiariesHolders as a whole, it may be in good faith expedient to make, provided that such boards of directors with respect to all matters and the Trustee relating to the Trust Estate only, shall be of the good faith opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on the written advice of counsel to XXXXNewco I, XXXX Xxxx XxxxxxNewco II, XXXX Xxxxxx or Parent, and if relating to the TrusteeTrust Estate on the advice of Trustee and/or its counsel, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel relating to the Trust Estate only, and the board of directors of each of SMTCthe Newco I, SMTC Nova Scotia Newco II and SMTC Canada Parent and their counsel with respect to all matters shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole.
Appears in 1 contract
Samples: Exchange and Voting Trust Agreement (Worldpages Com Inc)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Locus Holdings and SMTC InfoSpace and the Trustee and its counsel shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia InfoSpace and SMTC Canada Locus Holdings and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXInfoSpace, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Locus Holdings and the TrusteeTrustee and its counsel, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and the Board of directors Directors of each of SMTC, SMTC Nova Scotia InfoSpace and SMTC Canada Locus Holdings shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Infospace Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.19.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder hereunder, provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC shall be Redback is of the good faith opinion that any such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Redback and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors shall be and the Trustee is of the good faith opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes in or corrections to this Agreement which, on the advice of counsel to XXXXRedback, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, error contained herein; provided that the Trustee and the board of directors of each of SMTC, SMTC Nova Scotia Redback and SMTC Canada shall be Exchangeco is of the good faith opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the Trustee, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Acquiror and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia New Exchangeco and SMTC Newmont shall be of the good faith opinion (confirmed in writing by each to the Trustee) that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement (as confirmed in writing by New Exchangeco which may be relied upon by the Trustee), as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Newmont and SMTC Canada and on the advice of counsel New Exchangeco (confirmed in writing by each to the Trustee) and in the opinion of the Trustee, in reliance upon a certificate of New Exchangeco, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors (confirmed in writing by each to the Trustee) and the Trustee, acting in reliance upon a certificate of New Exchangeco, shall be of the opinion that such amendments and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXNewmont, XXXX Xxxx Xxxxxx, XXXX Xxxxxx New Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Newmont Mining Corp /De/)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Spectra Energy Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Spectra Energy Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC Spectra Energy shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Spectra Energy Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Spectra Energy and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Spectra Energy Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Spectra Energy Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXSpectra Energy, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTC, SMTC Nova Scotia Spectra Energy and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Spectra Energy Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Agreement (Spectra Energy Corp.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.19.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Polar and SMTC New Polar shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Polar and SMTC Canada New Polar and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting on advice of legal counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXPolar, XXXX Xxxx Xxxxxx, XXXX Xxxxxx New Polar and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee and the board of directors of each of SMTCPolar and New Polar, SMTC Nova Scotia and SMTC Canada each acting on advice of legal counsel, shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Parties may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC Apta and the Agent and its counsel shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Apta and SMTC Canada Exchangeco and on in the advice opinion of counsel to the TrusteeAgent and its counsel, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Agent shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXApta, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the TrusteeAgent and its counsel, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Agent and the Board of directors Directors of each of SMTC, SMTC Nova Scotia Apta and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Agency Agreement (Apta Holdings Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder Holders hereunder; provided that the board Board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC Directors shall be of the good faith opinion, after receipt of a written opinion of outside counsel, that such additions will covenants are not be prejudicial to the rights or interests of the Beneficiaries;holders of the Exchangeable Shares; or
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCTMW, SMTC Nova Scotia Canco and SMTC Canada MG and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, ; provided that such boards of directors and the Trustee and its counsel shall be of the opinion, after receipt of a written opinion of outside counsel, that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXXTMW, XXXX Xxxx XxxxxxCanco, XXXX Xxxxxx MG and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel and the board of directors of each of SMTCTMW, SMTC Nova Scotia Canco and SMTC Canada MG shall be of the opinion, after receipt of a written opinion of outside counsel, that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole. MG shall send a written notice to the Holders notifying them of any amendment made pursuant to this Section 12.2 and a copy of any written opinion of counsel received in connection with any such amendment.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ARC Subco and SMTC ARC Resources shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia ARC Subco and SMTC Canada ARC Resources and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXARC, XXXX Xxxx XxxxxxARC Subco, XXXX Xxxxxx ARC Resources and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of each Directors of SMTC, SMTC Nova Scotia and SMTC Canada ARC Resources shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Arc Energy Trust)
Ministerial Amendments. Notwithstanding the provisions of Section 12.110.1 hereof, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesNon-Affiliated Holders, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries Non-Affiliated Holders hereunder provided subject to receipt by the Trustee of an opinion of counsel to the Trustee that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial predjudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders or the Trustee;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors and the Board of each Directors of SMTC, SMTC Nova Scotia IBM and SMTC Canada and in the opinion of the Trustee (relying on the advice opinion of legal counsel to the Trustee), having in mind the best interests of the BeneficiariesNon-Affiliated Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the Trustee, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTCthe Trustee and its counsel, SMTC Nova Scotia the Board of Directors and SMTC Canada the Board of Directors of IBM shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 1 contract
Samples: Exchange Trust Agreement (International Business Machines Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 11.1, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder to this trust agreement provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be Acquisition Sub is of the good faith opinion that such those additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments any provisions or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions arising under this trust agreement which, in the good faith opinion of the board Board of directors Directors of each Acquisition Sub and in the opinion of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards the Board of directors shall be Directors is of the opinion good faith opinion, after consultation with counsel, that such amendments those provisions and modifications will not be prejudicial to the interests of the Beneficiaries; or;
(c) making such any changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Acquisition Sub and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Board of directors Directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be Acquisition Sub is of the opinion good faith opinion, after consultation with counsel, that such those changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries;
(d) evidencing the succession of Rational Successors and the covenants of and obligations assumed by each Rational Successor in accordance with the provisions of Article 10 and the successors of any successor trustee in accordance with the provisions of Article 9.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors and the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC PureRay U.S. shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors and the board of directors of each PureRay U.S. and in the opinion of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXPureRay U.S., XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Corporation and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, the Board of Directors and the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada PureRay U.S. shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 8.1 hereof, VESTCOM and the parties to this agreement Depositary may in writing, at any time and from time to time, without the approval of the BeneficiariesStockholders, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesStockholders hereunder;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board VESTCOM Board of directors Directors and in the opinion of each of SMTC, SMTC Nova Scotia the Depositary and SMTC Canada and on the advice of counsel to the Trusteeits counsel, having in mind the best interests of the BeneficiariesStockholders as a whole, it may be expedient to make, provided that such boards the VESTCOM Board of directors Directors and the Depositary and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesStockholders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx VESTCOM and the TrusteeDepositary, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Depositary and its counsel and the VESTCOM Board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada Directors shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesStockholders as a whole.
Appears in 1 contract
Samples: Share Purchase Agreement (Vestcom International Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.15.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC CanadaD-Wave Quantum, SMTC Nova Scotia CallCo and SMTC ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) evidencing the succession of D-Wave Quantum Successors and the covenants of and obligations assumed by each such D-Wave Quantum Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCD-Wave Quantum, SMTC Nova Scotia CallCo and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesExchangeCo, it may be expedient to make, provided that each such boards board of directors shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(cd) making such changes or corrections hereto which, on the advice of counsel to XXXXD-Wave Quantum, XXXX Xxxx Xxxxxx, XXXX Xxxxxx CallCo and the TrusteeExchangeCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of SMTCD-Wave Quantum, SMTC Nova Scotia CallCo and SMTC Canada ExchangeCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (D-Wave Quantum Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC AmalgamationCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia ExchangeCo and SMTC Canada AmalgamationCo and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXStarPoint Energy Trust, XXXX Xxxx XxxxxxExchangeCo, XXXX Xxxxxx AmalgamationCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of each Directors of SMTC, SMTC Nova Scotia and SMTC Canada AmalgamationCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Canetic Resources Trust)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC CanadaNewco Canada Exchangeco, SMTC Nova Scotia Newco Canada and SMTC Spinco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCSpinco, SMTC Nova Scotia and SMTC Newco Canada and on Newco Canada Exchangeco and in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXSpinco, XXXX Xxxx Xxxxx Xxxxxx, XXXX Xxxxx Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTCSpinco, SMTC Nova Scotia Newco Canada and SMTC Newco Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Transaction Agreement (Domtar CORP)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 11.1 hereof, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesHolders hereunder;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions whichthat, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Acquisition Sub and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Parent Acquisition Sub and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee and the board of directors of each of SMTC, SMTC Nova Scotia Acquisition Sub and SMTC Canada Parent shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Cubist Pharmaceuticals Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4, the parties to this agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC CanadaCanco, SMTC Nova Scotia Callco and SMTC RTO Acquiror shall be of the good faith opinion that such additions will not be materially prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCCanco, SMTC Nova Scotia Callco and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesRTO Acquiror, it may be expedient to make, provided that such boards of directors each shall be of the good faith opinion that such amendments and or modifications will not be materially prejudicial to the rights or interests of the Beneficiaries; orholders of the Exchangeable Shares;
(c) making such changes or corrections which, on the advice of counsel to XXXXCanco, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Callco and the TrusteeRTO Acquiror, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTCCanco, SMTC Nova Scotia Callco and SMTC Canada RTO Acquiror shall be of the good faith opinion that such changes or corrections will not be materially prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares; or
(d) making changes to provide added protection or benefit to or for the benefit of holders of Exchangeable Shares provided that each of Canco, Callco and RTO Acquiror shall be of the good faith opinion that such changes will not be materially prejudicial to the rights or interests of the holders of Exchangeable Shares.
Appears in 1 contract
Samples: Arrangement Agreement (Torchlight Energy Resources Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.16.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC CanadaParent, SMTC Nova Scotia Callco and SMTC the Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 4;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesCompany, it may be expedient to make, provided that each such boards board of directors shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(cd) making such changes or corrections hereto which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Callco and the TrusteeCompany, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada the Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (Recursion Pharmaceuticals, Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:: 131129481189884.0v04003/109954461.4 -41- 131129481189884.0v04003/109954461.4 -42-
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Canco and SMTC RTO Acquiror shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such additions will not be materially prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia RTO Acquiror and SMTC Canada Canco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards RTO Acquiror, Canco and the Trustee, acting on the advice of directors counsel, shall be of the opinion that such amendments and modifications will not be materially prejudicial to the interests of the Beneficiaries; or;
(c) making such changes or corrections which, on the advice of counsel to XXXXRTO Acquiror, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; or
(d) making changes to provide added protection or benefit to or for the benefit of Beneficiaries hereunder provided that the board of directors of each of SMTCCanco and RTO Acquiror shall be of the good faith opinion and the Trustee, SMTC Nova Scotia and SMTC Canada acting on the advice of counsel, shall be of the opinion that such changes or corrections will not be materially prejudicial to the rights and or interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Meta Materials Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 12.1 of this Agreement, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all the parties hereto to this Agreement for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiarieshereunder;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia BackWeb and SMTC Canada Corporation and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesBeneficiaries as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the rights of the Trustee or interests of the BeneficiariesBeneficiaries as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Corporation, XXXX Xxxx Xxxxxx, XXXX Xxxxxx BackWeb and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and its counsel and the Board of directors Directors of each of SMTC, SMTC Nova Scotia the Corporation and SMTC Canada BackWeb shall be of the opinion that such changes or corrections will not be prejudicial to the rights and of the Trustee or interests of the BeneficiariesBeneficiaries as a whole.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Backweb Technologies LTD)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Weysub and SMTC Weyerhaeuser shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Weyerhaeuser and SMTC Canada Weysub and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXWeyerhaeuser, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Weysub and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and the Board of directors Directors of each of SMTC, SMTC Nova Scotia Weyerhaeuser and SMTC Canada Weysub shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Weyerhaeuser Co)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Canco and SMTC RG shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia RG and SMTC Canada Canco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXRG, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Royal Gold Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesNon-Affiliated Holders, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders hereunder;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors and the Parent Board of each Directors and in the opinion of SMTC, SMTC Nova Scotia the Trustee and SMTC Canada and on the advice of counsel to the Trusteeits counsel, having in mind the best interests of the BeneficiariesNon-Affiliated Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Corporation, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Parent and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and its counsel and the Board of directors Directors and the Parent Board of each of SMTC, SMTC Nova Scotia and SMTC Canada Directors shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.Non-Affiliated Holders as a whole. 50 -50-
Appears in 1 contract
Samples: Voting, Support and Exchange Trust Agreement (Veritas Software Corp /De/)
Ministerial Amendments. Notwithstanding the provisions of Section 12.15.4, the parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC CanadaParent, SMTC Nova Scotia Callco and SMTC the Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesCompany, it may be expedient to make, provided that each such boards board of directors shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(cd) making such changes or corrections hereto which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Callco and the TrusteeCompany, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada the Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (HWEL Holdings Corp.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.113.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia Exchangeco and SMTC AMVESCAP shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia AMVESCAP and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAMVESCAP, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTC, SMTC Nova Scotia AMVESCAP and SMTC Canada Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Amvescap PLC/London/)
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Parent and SMTC Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Company and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Company and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Company shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of SMTC Canadathe Parent, SMTC Nova Scotia Callco and SMTC Exchangeco shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such additions will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole;
(b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10;
(c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of SMTCthe Parent, SMTC Nova Scotia Callco and SMTC Canada Exchangeco and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the BeneficiariesBeneficiaries as a whole, it may be expedient to make, provided that each such boards board of directors and the Trustee shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole; or
(cd) making such changes or corrections which, on the advice of counsel to XXXXthe Parent, XXXX Xxxx XxxxxxCallco, XXXX Xxxxxx Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the each such board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada the Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights and or interests of the BeneficiariesBeneficiaries as a whole.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (DelMar Pharmaceuticals, Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia and SMTC AcquisitionCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each AcquisitionCo and in the opinion of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Board of directors Directors of AcquisitionCo and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Trust, XXXX Xxxx Xxxxxx, XXXX Xxxxxx AcquisitionCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of each Directors of SMTC, SMTC Nova Scotia and SMTC Canada AcquisitionCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Enterra Energy Trust)
Ministerial Amendments. Notwithstanding the provisions of Section 12.112.1 hereof, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesNon-Affiliated Holders, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders hereunder;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors and the Parent Board of each Directors and in the opinion of SMTC, SMTC Nova Scotia the Trustee and SMTC Canada and on the advice of counsel to the Trusteeits counsel, having in mind the best interests of the BeneficiariesNon-Affiliated Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Corporation, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Parent and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and its counsel and the Board of directors Directors and the Parent Board of each of SMTC, SMTC Nova Scotia and SMTC Canada Directors shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesNonAffiliated Holders as a whole.
Appears in 1 contract
Samples: Combination Agreement (Electronic Retailing Systems International Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia the Corporation and SMTC LCE shall be of the good faith opinion (confirmed in writing by each to the Trustee) that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement (as confirmed in writing by the Corporation which may be relied upon by the Trustee), as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia LCE and SMTC Canada and on the advice of counsel Corporation (confirmed in writing by each to the Trustee) and in the opinion of the Trustee, in reliance upon a certificate of the Corporation, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors (confirmed in writing by each to the Trustee) and the Trustee, acting in reliance upon a certificate of the Corporation, shall be of the opinion that such amendments and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXLCE, XXXX Xxxx Xxxxxx, XXXX Xxxxxx the Corporation and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel) and the board of directors of each of SMTC, SMTC Nova Scotia the Corporation and SMTC Canada shall be of the opinion that LCE such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Loews Cineplex Entertainment Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4, the parties to this agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canadathe Corporation, SMTC Nova Scotia Callco ULC, Callco LLC and SMTC LCE shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCthe Corporation, SMTC Nova Scotia Callco ULC, Callco LLC and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the BeneficiariesLCE, it may be expedient to make, provided that each such boards board of directors shall be of the good faith opinion that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to XXXXthe Corporation, XXXX Xxxx XxxxxxCallco ULC, XXXX Xxxxxx Callco LLC and the TrusteeLCE, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board boards of directors of each of SMTCthe Corporation, SMTC Nova Scotia Callco ULC, Callco LLC and SMTC Canada LCE shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Loews Cineplex Entertainment Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia Purchaser and SMTC Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Purchaser and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Purchaser and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia Parent and SMTC Canada Purchaser shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC AOG shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia ExchangeCo and SMTC Canada AOG and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXAdvantage Trust, XXXX Xxxx XxxxxxExchangeCo, XXXX Xxxxxx AOG and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of each of SMTC, SMTC Nova Scotia and SMTC Canada Directors shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Advantage Energy Income Fund)
Ministerial Amendments. Notwithstanding the provisions of Section 12.14.4 hereof, the parties to this agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders;
(b) evidencing the succession of Coeur Successors and the covenants of and obligations assumed by each such Coeur Successor in accordance with the provisions of Article 3;
(c) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTCAcquisitionco, SMTC Nova Scotia Coeur ULC and SMTC Canada and on the advice of counsel to the TrusteeCoeur, having in mind the best interests of the BeneficiariesNon-Affiliated Holders as a whole, it may be expedient to make, provided that each such boards board of directors shall be of the opinion that such amendments and or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole of the Exchangeable Shares; or
(cd) making such changes or corrections which, on the advice of counsel to XXXXAcquisitionco, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Coeur ULC and the TrusteeCoeur, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board boards of directors of each of SMTCAcquisitionco, SMTC Nova Scotia Coeur ULC and SMTC Canada Coeur shall be of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights and or interests of the BeneficiariesNon-Affiliated Holders.
Appears in 1 contract
Samples: Support Agreement (Coeur D Alene Mines Holdings Co)
Ministerial Amendments. Notwithstanding Not withstanding the provisions of Section 12.1section 10.1 hereof, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the BeneficiariesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesHolders hereunder;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia PASW and SMTC Canada Corporation and on in the advice opinion of counsel to the TrusteeTrustee and its counsel, having in mind the best interests of the BeneficiariesHolders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesHolders as a whole; or
(c) making such changes or corrections which, on in the advice of counsel to XXXXCorporation, XXXX Xxxx Xxxxxx, XXXX Xxxxxx PASW and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and its counsel and the Board of directors Directors of each of SMTC, SMTC Nova Scotia Corporation and SMTC Canada PASW shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesHolders as a whole.
Appears in 1 contract
Samples: Voting Trust and Exchange Rights Agreement (Pasw Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia ExchangeCo and SMTC FCE shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTC, SMTC Nova Scotia FCE and SMTC Canada ExchangeCo and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXFCE, XXXX Xxxx Xxxxxx, XXXX Xxxxxx ExchangeCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee, acting on the advice of directors counsel, and the Board of Directors of each of SMTC, SMTC Nova Scotia FCE and SMTC Canada ExchangeCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section section 12.1, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia LuxCo and SMTC ParentCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia ParentCo and SMTC Canada LuxCo and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, Beneficiaries it may be expedient to make, provided that such boards of directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXParentCo, XXXX Xxxx Xxxxxx, XXXX Xxxxxx LuxCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the board of directors of each of SMTC, SMTC Nova Scotia ParentCo and SMTC Canada LuxCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Mymetics Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 12.1 hereof, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
: (a) adding to the covenants of any either or all both parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
hereunder; (b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors 19 20 Directors of each of SMTC, SMTC Nova Scotia Source and SMTC Canada Cableshare and on in the advice opinion of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
or (c) making such changes or corrections which, on the advice of counsel to XXXXCableshare, XXXX Xxxx Xxxxxx, XXXX Xxxxxx Source and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board Trustee and the Board of directors Directors of each of SMTC, SMTC Nova Scotia Cableshare and SMTC Canada Source shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Source Media Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 12.111.1, the parties to this trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this trust agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board Board of directors Directors of each of SMTC Canada, SMTC Nova Scotia THC and SMTC Holdings shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
(b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTCHoldings and THC and in the opinion of the Trustee (which may, SMTC Nova Scotia and SMTC Canada and for this purpose, rely on the advice opinion of counsel to the Trusteecounsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards Boards of directors Directors and the Trustee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or
(c) making such changes or corrections which, on the advice of counsel to XXXXHoldings, XXXX Xxxx Xxxxxx, XXXX Xxxxxx THC and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the board opinion of directors the Trustee (which may, for this purpose, rely on the opinion of counsel) and the Board of Directors of each of SMTC, SMTC Nova Scotia Holdings and SMTC Canada shall be of the opinion that THC such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 12.1section 6.1, Parent, CallCo and the parties to this agreement Corporation may in writing, at any time and from time to time, without the approval written agreement of the BeneficiariesExchangeable Shareholder, amend or modify this exchange agreement for the purposes of:
(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries Exchangeable Shareholder hereunder provided that the board Board of directors Directors of each of SMTC Canadathe Corporation, SMTC Nova Scotia CallCo and SMTC Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesExchangeable Shareholder;
(b) making such amendments or modifications not inconsistent with this exchange agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board Board of directors Directors of each of SMTCParent, SMTC Nova Scotia Callco and SMTC Canada and on the advice of counsel to the TrusteeCorporation, having in mind the best interests of the BeneficiariesExchangeable Shareholder, it may be expedient to make, provided that such boards Boards of directors Directors shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesExchangeable Shareholder; or
(c) making such changes or corrections which, on the advice of counsel to XXXXParent, XXXX Xxxx Xxxxxx, XXXX Xxxxxx CallCo and the TrusteeCorporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the board opinion the Board of directors Directors of each of SMTCParent, SMTC Nova Scotia CallCo and SMTC Canada shall be of the opinion that Corporation such changes or corrections will not be prejudicial to the rights and interests of the BeneficiariesExchangeable Shareholder.
Appears in 1 contract
Samples: Exchange Agreement (Nexsan Corp)
