Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that the board of directors of each of Parent, CallCo and 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 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 Parent, CallCo and ExchangeCo and in the opinion of the Share Trustee it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or (d) making such changes or corrections which, on the advice of counsel to Parent, CallCo, 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights 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 11.112.1, 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 General Partner and the Board of directors of each of Parent, CallCo and ExchangeCo Directors 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board General Partner and the Board of directors of each of Parent, CallCo and ExchangeCo Directors and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Board of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to Parentthe Company, CallCo, ExchangeCo EMS LP 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of the Company and the general partner of EMS LP shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.14.4 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 LP Units, amend or modify this Agreement for the purposes of:
(a) 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 BIPC and the board of directors of the general partner of each of Parent, CallCo Exchange LP and ExchangeCo shall be BIP is 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) b. evidencing the succession of Parent BIP Successors and the covenants of and obligations assumed by each such Parent BIP Successor in accordance with the provisions of Article 103;
(c) c. making such amendments or modifications not inconsistent with this 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 BIPC and the board of directors of the general partner of each of ParentExchange LP and BIP, CallCo and ExchangeCo and having in mind the opinion best interests of the Share Trustee Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be are of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(d) d. making such changes or corrections which, on the advice of counsel to ParentExchange LP, CallCo, ExchangeCo BIP and the Share TrusteeBIPC, 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 each such the boards of directors of BIPC and the board of directors and the Share Trustee shall be of the good faith general partner of each of Exchange LP and BIP are of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 2 contracts
Samples: Support Agreement (Brookfield Infrastructure Partners L.P.), Support Agreement (Brookfield Infrastructure Corp)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1, 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 Parent, CallCo the Corporation and ExchangeCo 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) 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 Parent, CallCo Bionik US and ExchangeCo the Corporation and in the opinion of counsel to the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, advised that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentBionik US, CallCo, ExchangeCo the Corporation 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.14.4, 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 Common Units or the USCo Shares, amend or modify this 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 Parent, CallCo and ExchangeCo 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) 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the manager of the LLC, the board of directors of each USCo and the board of Parentdirectors of Pubco, CallCo and ExchangeCo and in the opinion of the Share Trustee it may be expedient to make, provided that each such manager or board of directors and directors, as the Share Trustee case may be, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications 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; or
(dc) making such changes or corrections which, on the advice of counsel to Parentthe LLC, CallCo, ExchangeCo USCo and the Share 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 each such the manager of the LLC, the board of directors of USCo and the Share Trustee board of directors of Pubco shall be of the good faith opinion that such changes or corrections 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.
Appears in 2 contracts
Samples: Support Agreement (Acreage Holdings, Inc.), Support Agreement
Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that the board of directors of each of ParentAkerna, CallCo Callco and ExchangeCo 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 Akerna Successors and the covenants of and obligations assumed by each such Parent Akerna Successor in accordance with the provisions of Article 10;
(c) making such amendments or modifications not inconsistent with this 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 ParentAkerna, CallCo Callco and ExchangeCo Exchangeco and in the opinion of the Share Trustee it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(d) making such changes or corrections which, on the advice of counsel to ParentAkerna, CallCoCallco, ExchangeCo 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Akerna Corp.), Arrangement Agreement (Akerna Corp.)
Ministerial Amendments. Notwithstanding the provisions of Section 11.112.1, 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 Parent, CallCo CERI and ExchangeCo 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) 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 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 Parent, CallCo WSI and ExchangeCo CERI (confirmed in writing by each to the Trustee) and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentWSI, CallCo, ExchangeCo CERI 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 each such the Trustee, acting on the advice of counsel, and the board of directors of each of WSI and the Share Trustee CERI shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.112.1, 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 ParentSMTC Canada, CallCo SMTC Nova Scotia and ExchangeCo SMTC 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 ParentSMTC, CallCo SMTC Nova Scotia and ExchangeCo SMTC Canada and on the advice of counsel to the Trustee, having in mind the opinion best interests of the Share Trustee Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentXXXX, CallCoXXXX Xxxx Xxxxxx, ExchangeCo XXXX Xxxxxx 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 each such the board of directors of each of SMTC, SMTC Nova Scotia and the Share Trustee SMTC Canada shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 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 or any combination of them for the protection of the Beneficiaries hereunder provided that the board of directors of each of ParentMarathon, CallCo and ExchangeCo 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) 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 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 ParentMarathon, CallCo and ExchangeCo AcquisitionCo and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentMarathon, CallCo, ExchangeCo AcquisitionCo and the Share 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 each such the Trustee, acting on the advice of counsel, and the board of directors of each of Marathon, CallCo and the Share Trustee AcquisitionCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.112.1 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 of counsel that the board of directors of each of Parent, CallCo and ExchangeCo 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) 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 Parent, CallCo Devon and ExchangeCo Northstar and in the opinion of the Share Trustee relying on the opinion of counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that each such board boards of directors and the Share Trustee and its counsel shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
or (dc) making such changes or corrections which, on the advice of counsel to ParentNorthstar, CallCo, ExchangeCo Devon 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 each such the Trustee and its counsel and the board of directors of each of Northstar and the Share Trustee Devon shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 section 11.1, 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 Beneficiaries, provided that the Trustee and the board of directors of each of Parentthe Corporation, CallCo Pixelworks Nova Scotia and ExchangeCo 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) 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 ParentPixelworks, CallCo Pixelworks Nova Scotia and ExchangeCo the Corporation and in the opinion of the Share Trustee (which, for this purpose, may rely on the advice of counsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee shall be are of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentPixelworks, CallCoPixelworks Nova Scotia, ExchangeCo the Corporation 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 each such the Trustee and the board of directors of each of Pixelworks, Pixelworks Nova Scotia and the Share Trustee shall be Corporation is of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Pixelworks Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1, the parties to this Agreement trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement 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 Parent, CallCo THC and ExchangeCo Holdings 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 trust agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo Holdings and ExchangeCo THC and in the opinion of the Share Trustee (which may, for this purpose, rely on the opinion of counsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentHoldings, CallCo, ExchangeCo THC 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 each such board in the opinion of directors the Trustee (which may, for this purpose, rely on the opinion of counsel) and the Share Trustee shall be Board of the good faith opinion that Directors of each of Holdings and THC such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.1section 3.4, the parties to this Amended and Restated Support Agreement may in writing, at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this Amended and Restated Support 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 ParentAbitibiBowater Canada, CallCo Bowater Holdings and ExchangeCo AbitibiBowater 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 10;
(c) making such amendments or modifications not inconsistent with this Amended and Restated Support 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 ParentAbitibiBowater Canada, CallCo Bowater Holdings and ExchangeCo and in the opinion of the Share Trustee AbitibiBowater, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(dc) making such changes or corrections which, on the advice of counsel to ParentAbitibiBowater Canada, CallCo, ExchangeCo Bowater Holdings and the Share TrusteeAbitibiBowater, 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 each such board the boards of directors of each of AbitibiBowater Canada, Bowater Holdings and the Share Trustee AbitibiBowater shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.19.1, 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 Parent, CallCo Polar and ExchangeCo 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) 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 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 Parent, CallCo Polar and ExchangeCo New Polar and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on advice of legal counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentPolar, CallCo, ExchangeCo New Polar 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 each such the Trustee and the board of directors of each of Polar and the Share Trustee New Polar, each acting on advice of legal counsel, shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.112.1 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 of its counsel that the board of directors of each of Parent, CallCo and ExchangeCo 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;
(b) evidencing holders as a whole or 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) Trustee; 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 Parent, CallCo RVI and ExchangeCo RVI Sub and in the opinion of the Share Trustee and its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that each such board boards of directors and the Share Trustee and its counsel shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(d) making such changes or corrections which, on the advice of counsel to ParentRVI Sub, CallCo, ExchangeCo RVI 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 each such the Trustee and its counsel and the board of directors of each of RVI Sub and the Share Trustee RVI shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.Holders as a whole; or 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. Meeting to Consider Amendments RVI Sub, at the request of RVI, 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 or meetings shall be called and held in accordance with the by-laws of RVI Sub, the Exchangeable Share Provisions and all applicable laws. Changes in Capital of RVI and RVI Sub At all times after the occurrence of any event effected pursuant to Section 2.7 or Section 2.8 of the Support Agreement, as a result of which either RVI Common Stock or the Exchangeable Shares or both are in any way changed, this agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which RVI Common Stock or the Exchangeable Shares or both are so changed, and the parties hereto shall execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications. Execution of Supplemental Agreements From time to time, RVI Sub (when authorized by a resolution of its Board of Directors), RVI (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: evidencing the succession of any Successors to RVI and the covenants of and obligations assumed by each such Successor in accordance with the provisions of Article 11 and the successor of any successor trustee in accordance with the provisions of Article 10; making any additions to, deletions from or alterations of the provisions of this agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee and its counsel, will not be prejudicial to the interests of the Holders as a whole or are in the opinion of counsel to the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to RVI, RVI Sub, the Trustee or this agreement; to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof; and for any other purposes not inconsistent with the provisions of this agreement, including without limitation to make or evidence any amendment or modification to this agreement as contemplated hereby, provided that, in the opinion of the Trustee and its counsel, the rights of the Trustee and the Holders as a whole will not be prejudiced thereby. Termination Term The Trust created by this agreement shall continue until the earliest to occur of the following events: no outstanding Exchangeable Shares are held by a Holder; each of RVI Sub and RVI elects in writing to terminate the Trust and such termination is approved by the Holders of the Exchangeable Shares in accordance with Section 10.1 of the Exchangeable Share Provisions; and 21 years after the death of the last survivor of the descendants of Her Majesty Queen Exxxxxxxx XX of the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the Trust. Survival of Agreement This agreement shall survive any termination of the Trust and shall continue until there are no Exchangeable Shares outstanding held by a Holder; provided, however, that the provisions of Articles 8 and 9 hereof shall survive any such termination of this agreement. General
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.1section 12.1, the parties to this Agreement trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement 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 Parent, CallCo Locus Holdings and ExchangeCo 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) 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 trust agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo InfoSpace and ExchangeCo Locus Holdings and in the opinion of the Share Trustee and its counsel, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentInfoSpace, CallCo, ExchangeCo Locus Holdings and the Share 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 each such board of directors the Trustee and the Share Trustee Board of Directors of each of InfoSpace and Locus Holdings shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Infospace Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 11.112.1, 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 ParentD-Wave Quantum, CallCo CallCo, ExchangeCo and ExchangeCo 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 Parent D-Wave Quantum Successors and the covenants of and obligations assumed by each such Parent D-Wave Quantum Successor in accordance with the provisions of Article 1011;
(c) making such amendments or modifications not inconsistent with this 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 ParentD-Wave Quantum, CallCo and ExchangeCo and in the opinion of the Share Trustee Trustee, acting on the advice of counsel, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(d) making such changes or corrections which, on the advice of counsel to ParentD-Wave Quantum, CallCo, 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights 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 11.14.4 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 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 the board of directors of each of Parent, CallCo and ExchangeCo 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 Parent Coeur Successors and the covenants of and obligations assumed by each such Parent Coeur Successor in accordance with the provisions of Article 103;
(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 ParentAcquisitionco, CallCo Coeur ULC and ExchangeCo and Coeur, having in mind the opinion best interests of the Share Trustee Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments 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
(d) making such changes or corrections which, on the advice of counsel to ParentAcquisitionco, CallCo, ExchangeCo Coeur ULC and the Share 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 each such board the boards of directors of each of Acquisitionco, Coeur ULC and the Share Trustee Coeur shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders.
Appears in 1 contract
Samples: Support Agreement (Coeur D Alene Mines Holdings Co)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1section 12.1 hereof, the parties to this Agreement trust agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement 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 Parent, CallCo and ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
hereunder; (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 trust agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors 19 20 Directors of each of Parent, CallCo Source and ExchangeCo Cableshare and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
or (dc) making such changes or corrections which, on the advice of counsel to ParentCableshare, CallCo, ExchangeCo Source 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 each such board of directors the Trustee and the Share Trustee Board of Directors of each of Cableshare and Source shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Source Media Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that the board Board of directors Directors of each of Parent, CallCo ExchangeCo and ExchangeCo AmalgamationCo 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo ExchangeCo and ExchangeCo AmalgamationCo and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentStarPoint Energy Trust, CallCoExchangeCo, ExchangeCo AmalgamationCo 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of AmalgamationCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 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 provided that the board Board of directors Directors of each of Parent, CallCo and ExchangeCo AcquisitionCo 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo and ExchangeCo AcquisitionCo and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Board of directors Directors of AcquisitionCo and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to Parentthe Trust, CallCo, ExchangeCo AcquisitionCo 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of AcquisitionCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.112.1, 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 Parent, CallCo New Exchangeco and ExchangeCo 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) 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 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 arising hereunder which, in the good faith opinion of the board of directors of each of Parent, CallCo Newmont and ExchangeCo New Exchangeco (confirmed in writing by each to the Trustee) and in the opinion of the Share Trustee 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 each such board boards of directors (confirmed in writing by each to the Trustee) and the Share Trustee Trustee, acting in reliance upon a certificate of New Exchangeco, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentNewmont, CallCo, ExchangeCo New 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 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 provided that if the board of directors of each of the Parent, CallCo Callco and ExchangeCo 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 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 the Parent, CallCo Callco and ExchangeCo Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole; or
(d) making such changes or corrections which, on the advice of counsel to the Parent, CallCoCallco, ExchangeCo 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights 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 11.1, 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 Parent, CallCo Canco and ExchangeCo 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) 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 Parent, CallCo RG and ExchangeCo Canco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentRG, CallCo, ExchangeCo Canco 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that if the board of directors of each of ParentMolycorp, CallCo Callco and ExchangeCo 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 Molycorp Successors and the covenants of and obligations assumed by each such Parent Molycorp Successor in accordance with the provisions of Article 10;
(c) making such amendments or modifications not inconsistent with this 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 ParentMolycorp, CallCo Callco and ExchangeCo Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole; or
(d) making such changes or corrections which, on the advice of counsel to ParentMolycorp, CallCoCallco, ExchangeCo 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the BeneficiariesBeneficiaries as a whole.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that the board of directors of each of Parent, CallCo ExchangeCo and ExchangeCo AOG 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 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 Parent, CallCo ExchangeCo and ExchangeCo AOG and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentAdvantage Trust, CallCoExchangeCo, ExchangeCo AOG 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.1, the parties to this 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 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 Parent, CallCo Exchangeco and ExchangeCo 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) 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 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 Parent, CallCo Spectra Energy and ExchangeCo Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Spectra Energy Beneficiaries it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Spectra Energy Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentSpectra Energy, CallCo, ExchangeCo 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 each such the Trustee, acting on the advice of counsel, and the board of directors of each of Spectra Energy and the Share Trustee Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.1, 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 Parent, CallCo Acquisitionco and ExchangeCo 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) 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 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 arising hereunder which, in the good faith opinion of the board of directors of each of Parent, CallCo Coeur and ExchangeCo Acquisitionco (confirmed in writing by each to the Trustee) and in the opinion of the Share Trustee 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 each such board boards of directors (confirmed in writing by each to the Trustee) and the Share Trustee Trustee, acting in reliance upon a certificate of Acquisitionco, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentCoeur, CallCo, ExchangeCo Acquisitionco 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.113.1 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 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 Parent, CallCo and ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesTrustee hereunder;
(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 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 Parent, CallCo and ExchangeCo Newco I or Newco II with respect to all matters and in the opinion of the Share Trustee and its counsel relating to the Trust Estate only, having in mind the best interests of the Holders as a whole, it may be in good faith expedient to make, provided that each such board boards of directors with respect to all matters and the Share Trustee relating to the Trust Estate only, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(dc) making such changes or corrections which, on the written advice of counsel to Newco I, Newco II, or Parent, CallCo, ExchangeCo and if relating to the Share 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 each such the Trustee and its counsel relating to the Trust Estate only, and the board of directors of each of the Newco I, Newco II and the Share Trustee 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 or 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 11.14.4 hereof, the parties Parties to this 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 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 Parent, CallCo Company Board and ExchangeCo shall be the BN Board are of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;
Non-Brookfield Holders as a whole; (b) evidencing the succession of Parent Successors a BN Successor and the covenants of and obligations assumed by each such Parent BN Successor in accordance with the provisions of Article 10;
3; (c) making such amendments or modifications not inconsistent with this 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 Parent, CallCo and ExchangeCo and in the opinion of the Share Trustee Company Board and the BN Board, having in mind the best interests of the Non-Brookfield Holders as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be is of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial to the rights or interests of the BeneficiariesNon-Brookfield Holders as a whole; or
or (d) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo the Company and the Share TrusteeBN, 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 each such board of directors the Company Board and the Share Trustee shall be BN Board are of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the BeneficiariesNon-Brookfield Holders as a whole.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.110.1, 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 Parent, CallCo Canco and ExchangeCo 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) 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 Parent, CallCo United Royale and ExchangeCo Canco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board of directors United Royale, Canco and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be materially prejudicial to the rights or interests of the Beneficiaries; or;
(dc) making such changes or corrections which, on the advice of counsel to ParentUnited Royale, CallCo, ExchangeCo Canco 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, ; or
(d) making changes to provide added protection or benefit to or for the benefit of Beneficiaries hereunder provided that each such board of directors Canco and the Share Trustee 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 changes or corrections will not be materially prejudicial to the rights 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 11.1section 10.1, 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 Board of directors Directors of each of ParentVivendi Exchangeco, CallCo and ExchangeCo Vivendi 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 as may be necessary or desirable with respect to matters or questions arising hereunder whichthat, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo Vivendi and ExchangeCo Vivendi Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections whichthat, on the advice of counsel to ParentVivendi, CallCo, ExchangeCo Vivendi 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of Vivendi and Vivendi Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.112.1 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 hereunder Holders hereunder; provided that the board Board of directors of each of Parent, CallCo and ExchangeCo 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) 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 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 ParentTMW, CallCo Canco and ExchangeCo MG and in the opinion of the Share Trustee and its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, ; provided that each such board boards of directors and the Share Trustee and its counsel shall be of the good faith opinion, after consultation with receipt of a written opinion of outside counsel, that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(dc) making such changes or corrections which, on the advice of counsel to ParentTMW, CallCoCanco, ExchangeCo MG 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 each such the Trustee and its counsel and the board of directors of each of TMW, Canco and the Share Trustee MG shall be of the good faith opinion, after receipt of a written opinion of outside counsel, that such changes or corrections will not be prejudicial to the rights or 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 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 provided that the board Board of directors Directors of each of Parent, CallCo ARC Subco and ExchangeCo 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) 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo ARC Subco and ExchangeCo ARC Resources and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentARC, CallCoARC Subco, ExchangeCo ARC Resources 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of ARC Resources shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.1section 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 ParentNewco Canada Exchangeco, CallCo Newco Canada and ExchangeCo Spinco 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 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 ParentSpinco, CallCo Newco Canada and ExchangeCo Newco Canada Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentSpinco, CallCoXxxxx Xxxxxx, ExchangeCo Xxxxx 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 each such the Trustee, acting on the advice of counsel, and the board of directors of each of Spinco, Newco Canada and the Share Trustee Newco Canada Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Samples: Transaction Agreement (Domtar CORP)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1section 11.1 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 hereunder provided that the board of directors of each of Parent, CallCo and ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesHolders hereunder;
(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 as may be necessary or desirable with respect to matters or questions arising hereunder whichthat, in the good faith opinion of the board of directors of each of Parent, CallCo Parent and ExchangeCo Acquisition Sub and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that each such board boards of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(dc) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo Parent Acquisition Sub 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 each such the Trustee and the board of directors of each of Acquisition Sub and the Share Trustee Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.113.1 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 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 Parent, CallCo and ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesTrustee hereunder;
(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 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 Parent, CallCo and ExchangeCo Newco I or Newco II with respect to all matters and in the opinion of the Share Trustee and its counsel relating to the Trust Estate only, having in mind the best interests of the Holders as a whole, it may be in good faith expedient to make, provided that each such board boards of directors with respect to all matters and the Share Trustee relating to the Trust Estate only, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(dc) making such changes or corrections which, on the written advice of counsel to Newco I, Newco II, or Parent, CallCo, ExchangeCo and if relating to the Share 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 each such the Trustee and its counsel relating to the Trust Estate only, and the board of directors of each of the Newco I, Newco II and the Share Trustee 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 or 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 11.1section 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 Board of directors Directors of each of Parent, CallCo Parent and ExchangeCo Company 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo Parent and ExchangeCo Company and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo Company 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of Parent and Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.15.4, 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 of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of ParentD-Wave Quantum, CallCo and 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 D-Wave Quantum Successors and the covenants of and obligations assumed by each such Parent D-Wave Quantum Successor in accordance with the provisions of Article 103;
(c) making such amendments or modifications not inconsistent with this 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 ParentD-Wave Quantum, CallCo and ExchangeCo and in the opinion of the Share Trustee ExchangeCo, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(d) making such changes or corrections hereto which, on the advice of counsel to ParentD-Wave Quantum, CallCo, ExchangeCo CallCo and the Share 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 each such board the boards of directors of each of D-Wave Quantum, CallCo and the Share Trustee ExchangeCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights 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 11.110.1 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, 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 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 Parent, CallCo and ExchangeCo 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) 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 trust agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors and the Board of each Directors of Parent, CallCo and ExchangeCo IBM and in the opinion of the Share Trustee (relying on the opinion of legal counsel to the Trustee), having in mind the best interests of the Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such board boards of directors and the Share Trustee and its counsel shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(dc) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo and the Share 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 each such board of directors the Trustee and its counsel, the Board of Directors and the Share Trustee Board of Directors of IBM shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.1section 10.1, 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 Board of directors Directors of each of ParentVivendi Universal Exchangeco, CallCo and ExchangeCo Vivendi 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 as may be necessary or desirable with respect to matters or questions arising hereunder whichthat, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo Vivendi and ExchangeCo Vivendi Universal Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or and interests of the Beneficiaries; or
(dc) making such changes or corrections whichthat, on the advice of counsel to ParentVivendi, CallCo, ExchangeCo Vivendi Universal 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of Vivendi and Vivendi Universal Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that the board Board of directors Directors of each of Parent, CallCo ExchangeCo and ExchangeCo Harvest 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo ExchangeCo and ExchangeCo Harvest and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentHarvest Energy Trust, CallCoExchangeCo, ExchangeCo Harvest 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of Harvest shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.1, 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 Parent, CallCo Canco and ExchangeCo 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) 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 Parent, CallCo RTO Acquiror and ExchangeCo Canco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board of directors RTO Acquiror, Canco and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be materially prejudicial to the rights or interests of the Beneficiaries; or;
(dc) making such changes or corrections which, on the advice of counsel to ParentRTO Acquiror, CallCo, ExchangeCo Canco 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, ; or
(d) making changes to provide added protection or benefit to or for the benefit of Beneficiaries hereunder provided that each such board of directors Canco and the Share Trustee 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 changes or corrections will not be materially prejudicial to the rights or interests of the Beneficiaries.
Appears in 1 contract
Samples: Arrangement Agreement (Torchlight Energy Resources Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 11.112.1, 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 Parent, CallCo the Corporation and ExchangeCo 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) 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 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 arising hereunder which, in the good faith opinion of the board of directors of each of Parent, CallCo LCE and ExchangeCo the Corporation (confirmed in writing by each to the Trustee) and in the opinion of the Share Trustee 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 each such board boards of directors (confirmed in writing by each to the Trustee) and the Share Trustee Trustee, acting in reliance upon a certificate of the Corporation, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentLCE, CallCo, ExchangeCo the Corporation 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 each such in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel) and the board of directors and the Share Trustee shall be of each of the good faith opinion that Corporation and LCE such changes or corrections will not be prejudicial to the rights or 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 11.14.4 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 LP Units, 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 if the board of directors of the general partner of each of Parent, CallCo Exchange LP and ExchangeCo shall be BIP is 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 Parent BIP Successors and the covenants of and obligations assumed by each such Parent BIP Successor in accordance with the provisions of Article 103;
(c) making such amendments or modifications not inconsistent with this 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 the general partner of each of ParentExchange LP and BIP, CallCo and ExchangeCo and having in mind the opinion best interests of the Share Trustee Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be are of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(d) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo Exchange LP and the Share TrusteeBIP, 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 each such board the boards of directors and the Share Trustee shall be of each of the good faith general partner of Exchange LP and BIP are of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 1 contract
Samples: Support Agreement (Brookfield Infrastructure Partners L.P.)
Ministerial Amendments. Notwithstanding the provisions of Section 11.16.4, 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 of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of Parent, CallCo Callco and ExchangeCo 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 104;
(c) making such amendments or modifications not inconsistent with this 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 Parent, CallCo Callco and ExchangeCo and in the opinion of the Share Trustee Company, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(d) making such changes or corrections hereto which, on the advice of counsel to Parent, CallCo, ExchangeCo Callco and the Share 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 each such board the boards of directors of each of Parent, Callco and the Share Trustee Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights 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 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:of -29- VOTING AND EXCHANGE TRUST AGREEMENT 167
(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 Parent, CallCo Exchangeco and ExchangeCo Duke Energy 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo Duke Energy and ExchangeCo Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentDuke Energy, CallCo, ExchangeCo 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of Duke Energy and Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.112.1 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 hereunder Holders hereunder; provided that the board Board of directors of each of Parent, CallCo and ExchangeCo 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) 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 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 ParentTMW, CallCo Canco and ExchangeCo MG and in the opinion of the Share Trustee and its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, ; provided that each such board boards of directors and the Share Trustee and its counsel shall be of the good faith opinion, after consultation with receipt of a written opinion of outside counsel, that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(dc) making such changes or corrections which, on the advice of counsel to ParentTMW, CallCoCanco, ExchangeCo MG 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 each such board of directors and the Share Trustee MG shall be of the good faith opinion that such changes or corrections will not be prejudicial send a written notice to the rights or interests Holders notifying them of the Beneficiariesany 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 11.1section 4.4, the parties to this Agreement may in writing, writing at any time and from time to time, without the approval of the BeneficiariesTrustee or the holders of the Locus Exchangeable Shares, provided that notice is given to the Trustee following any amendment or modification, amend or modify this Agreement for the purposes of:
(a) adding to the covenants of any Locus Holdings, InfoSpace Nova Scotia or all parties hereto for the protection of the Beneficiaries hereunder InfoSpace provided that the board Board of directors Directors of each of ParentLocus Holdings, CallCo InfoSpace Nova Scotia and ExchangeCo InfoSpace shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiariesholders of the Locus Exchangeable Shares, or the Trustee;
(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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of ParentLocus Holdings, CallCo InfoSpace Nova Scotia and ExchangeCo and in the opinion of the Share Trustee InfoSpace, it may be expedient to make, provided that each such board Board of directors and the Share Trustee Directors shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Locus Exchangeable Shares, or the Trustee; or
(dc) making such changes or corrections which, on the advice of counsel to ParentLocus Holdings, CallCo, ExchangeCo InfoSpace Nova Scotia and the Share TrusteeInfoSpace, 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 Boards of Directors of each such board of directors Locus Holdings, InfoSpace Nova Scotia and the Share Trustee InfoSpace shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiariesholders of the Locus Exchangeable Shares, or the Trustee.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (Infospace Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1section 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 ParentNewco Canada Exchangeco, CallCo Newco Canada and ExchangeCo Spinco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;; Table of Contents
(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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of ParentSpinco, CallCo Newco Canada and ExchangeCo Newco Canada Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentSpinco, CallCoNxxxx Xxxxxx, ExchangeCo Xxxxx 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of Spinco, Newco Canada and Newco Canada Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 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 provided that the board Board of directors Directors of each of Parent, CallCo Canco and ExchangeCo Acquiror 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 as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board Board of directors Directors of each of Parent, CallCo Acquiror and ExchangeCo Canco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such board Boards of directors Directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentAcquiror, CallCo, ExchangeCo Canco 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 each such board the Trustee, acting on the advice of directors counsel, and the Share Trustee Board of Directors of each of Acquiror and Canco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.14.4, 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 of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of ParentVail, CallCo Callco and ExchangeCo 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 Vail Successors and the covenants of and obligations assumed by each such Parent Vail Successor in accordance with the provisions of Article 103;
(c) making such amendments or modifications not inconsistent with this 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 ParentVail, CallCo Callco and ExchangeCo and in the opinion of the Share Trustee Exchangeco, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(d) making such changes or corrections hereto which, on the advice of counsel to ParentVail, CallCo, ExchangeCo Callco and the Share 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 each such board the boards of directors of each of Vail, Callco and the Share Trustee Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.17.4, 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 of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of Parent, CallCo Callco and ExchangeCo 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 104;
(c) making such amendments or modifications not inconsistent with this 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 Parent, CallCo Callco and ExchangeCo and in the opinion of the Share Trustee Company, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(d) making such changes or corrections hereto which, on the advice of counsel to Parent, CallCo, ExchangeCo Callco and the Share 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 each such board the boards of directors of each of Parent, Callco and the Share Trustee Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights 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 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 provided that the board of directors of each of ParentVail, CallCo Callco and ExchangeCo 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 Vail Successors and the covenants of and obligations assumed by each such Parent Vail Successor in accordance with the provisions of Article 10;
(c) making such amendments or modifications not inconsistent with this 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 ParentVail, CallCo Callco and ExchangeCo Exchangeco and in the opinion of the Share Trustee it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(d) making such changes or corrections which, on the advice of counsel to ParentVail, CallCoCallco, ExchangeCo 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of Section 11.15.4, 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 of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of Parent, CallCo Callco and ExchangeCo 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 103;
(c) making such amendments or modifications not inconsistent with this 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 Parent, CallCo Callco and ExchangeCo and in the opinion of the Share Trustee Company, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiariesholders of the Exchangeable Shares; or
(d) making such changes or corrections hereto which, on the advice of counsel to Parent, CallCo, ExchangeCo Callco and the Share 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 each such board the boards of directors of each of Parent, Callco and the Share Trustee Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights 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 11.14.4 hereof, the parties Parties to this 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 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 Parent, CallCo Company Board and ExchangeCo shall be the BN 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 Parent Successors a BN Successor and the covenants of and obligations assumed by each such Parent BN Successor in accordance with the provisions of Article 103;
(c) making such amendments or modifications not inconsistent with this 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 Parent, CallCo and ExchangeCo and in the opinion of the Share Trustee Company Board and the BN Board, having in mind the best interests of the Non-Brookfield Holders as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be is of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial to the rights or interests of the BeneficiariesNon-Brookfield Holders as a whole; or
(d) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo the Company and the Share TrusteeBN, 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 each such board of directors the Company Board and the Share Trustee shall be BN Board are of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the BeneficiariesNon-Brookfield Holders as a whole.
Appears in 1 contract
Samples: Support Agreement (Brookfield Wealth Solutions Ltd.)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1section 12.1, the parties to this Amended and Restated Trust Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Amended and Restated 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 of each of ParentAbitibiBowater Canada, CallCo Bowater Holdings and ExchangeCo AbitibiBowater 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 Amended and Restated Trust 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 ParentAbitibiBowater, CallCo Bowater Holdings and ExchangeCo AbitibiBowater Canada and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentAbitibiBowater, CallCo, ExchangeCo Bowater Holdings and AbitibiBowater Canada 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 each such the Trustee and the board of directors of each of AbitibiBowater, Bowater Holdings and the Share Trustee AbitibiBowater Canada shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (AbitibiBowater Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1, 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:: 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 Parent, CallCo Canco and ExchangeCo 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) 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 Parent, CallCo RTO Acquiror and ExchangeCo Canco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board of directors RTO Acquiror, Canco and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be materially prejudicial to the rights or interests of the Beneficiaries; or;
(dc) making such changes or corrections which, on the advice of counsel to ParentRTO Acquiror, CallCo, ExchangeCo Canco 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, ; or
(d) making changes to provide added protection or benefit to or for the benefit of Beneficiaries hereunder provided that each such board of directors Canco and the Share Trustee 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 changes or corrections will not be materially prejudicial to the rights 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 11.14.4, 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 if the board of directors of each of the Parent, CallCo Callco and ExchangeCo Exchangeco 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 Beneficiariesholders of the Exchangeable Shares 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 103;
(c) making such amendments or modifications not inconsistent with this 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 the Parent, CallCo Callco and ExchangeCo and Exchangeco, having in mind the opinion interests of the Share Trustee holders of the Exchangeable Shares as a WSLegal\073132\00009\12677454v12 whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the Beneficiariesholders of the Exchangeable Shares as a whole; or
(d) making such changes or corrections hereto which, on the advice of counsel to the Parent, CallCo, ExchangeCo Callco and the Share 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 each such board the boards of directors of each of the Parent, Callco and the Share Trustee Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the Beneficiariesholders of the Exchangeable Shares as a whole.
Appears in 1 contract
Samples: Exchange Agreement (Biotricity Inc.)
Ministerial Amendments. Notwithstanding the provisions of Section 11.14.4 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 ParentAmalco, CallCo Callco, and ExchangeCo Paid 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 Parent Successors a Paid Successor and the covenants of and obligations assumed by each such Parent Paid Successor in accordance with the provisions of Article 103;
(c) making such amendments or modifications not inconsistent with this 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 ParentAmalco, CallCo Callco, and ExchangeCo and Paid, having in mind the opinion best interests of the Share Trustee Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or modifications will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole; or
(d) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo Amalco and the Share TrusteePaid, 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 each such the board of directors of each of Amalco, Callco, and the Share Trustee Paid shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the BeneficiariesNon-Affiliated Holders as a whole.
Appears in 1 contract
Samples: Support Agreement (Paid Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 11.1, 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 Parent, CallCo Canco and ExchangeCo 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) 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 Parent, CallCo RG and ExchangeCo Canco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentRG, CallCo, ExchangeCo Canco 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 each such board of directors and the Share Trustee shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Royal Gold Inc)
Ministerial Amendments. Notwithstanding the provisions of Section 11.113.1, 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 Parent, CallCo Exchangeco and ExchangeCo AMVESCAP 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 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 Parent, CallCo AMVESCAP and ExchangeCo Exchangeco and in the opinion of the Share Trustee Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such board boards of directors and the Share Trustee Trustee, acting on the advice of counsel, shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the Beneficiaries; or
(dc) making such changes or corrections which, on the advice of counsel to ParentAMVESCAP, CallCo, ExchangeCo 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 each such the Trustee, acting on the advice of counsel, and the board of directors of each of AMVESCAP and the Share Trustee Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or 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 11.112.1 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 in satisfactory form of counsel of recognized standing that the board of directors of each of Parent, CallCo and ExchangeCo 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) 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 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 ParentJaws US and Jaws Canada and subject to the receipt by the Trustee of an opinion in satisfactory form of counsel of recognized standing, CallCo and ExchangeCo and having in mind the opinion best interests of the Share Trustee Holders as a whole, it may be expedient to make, provided that each such board boards of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the BeneficiariesHolders as a whole; or
(dc) making such changes or corrections which, on the advice of counsel to Parent, CallCo, ExchangeCo Jaws Canada and the Share 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 each such the board of directors of each of Jaws Canada and the Share Trustee Jaws US shall be of the good faith 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 or interests of the BeneficiariesHolders as a whole.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Jaws Technologies Inc /Ny)
