Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of: (a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub and RVI, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to RVI Sub and RVI, 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 of RVI Sub and RVI shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 3 contracts
Samples: Support Agreement (API Nanotronics Corp.), Support Agreement (Rubincon Ventures Inc), Support Agreement (Rubincon Ventures Inc)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Board of directors Directors of each of RVI Sub the Company and RVIthe Parent, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub the Company and RVIthe Parent, 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 of RVI Sub the Company and RVI the Parent shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Acquisition (Backweb Technologies LTD), Agreement and Plan of Acquisition (Backweb Technologies LTD)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, at any time and from time to time, amend or modify this agreement in writing for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Board of directors Directors of each of RVI Sub the Corporation and RVIOrbital, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub the Corporation and RVIOrbital, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error; error herein, provided that the boards of directors of each of RVI Sub the Corporation and RVI Orbital shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 2 contracts
Samples: Support Agreement (Orbital Sciences Corp /De/), Support Agreement (Orbital Sciences Corp /De/)
Ministerial Amendments. Notwithstanding the provisions of section 3.43(d), the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub SHIR and RVISIL, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub SHIR and RVISIL, 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 board of directors of each of RVI Sub SHIR and RVI SIL shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Shannon International Resources Inc)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub ExchangeCo and RVIJAG, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub ExchangeCo and RVIJAG, 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 of RVI Sub ExchangeCo and RVI JAG shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of section 3.411.1 hereof, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesHolders, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of either any or both all of the parties hereto for the protection of the holders of the Exchangeable SharesHolders hereunder;
(b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions whichthat, in the opinion of the board Board of directors Directors of each of RVI Sub Orbital and RVICorporation and in the opinion of the 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 Trustee shall be of the opinion that such amendments or and modifications will not be prejudicial to the interests of the holders of the Exchangeable SharesHolders as a whole; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub and RVI, 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 Trustee and the Board of directors Directors of each of RVI Sub the Corporation and RVI Orbital shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable SharesHolders as a whole.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Orbital Sciences Corp /De/)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
: (a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Board of directors Directors of each of RVI Sub the Corporation and RVIthe Parent, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
or (c) making such changes or corrections which, on the advice of counsel to RVI Sub the Corporation and RVIthe Parent, 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 of RVI Sub the Corporation and RVI the Parent shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Mattel Inc /De/)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of either or both any of the parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Boards of directors Directors of each of RVI Sub the Corporation and RVIthe Parent, it may be expedient to make, provided that each such board Board of directors Directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub the Corporation and RVIthe Parent, 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 Boards of directors Directors of each of RVI Sub the Corporation and RVI the Parent shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of section 3.4Section 3(d), the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Series 1 Exchangeable Shares, amend or modify this agreement for the purposes of:
(ai) adding to the covenants of either or both parties for the protection of the holders of the Series 1 Exchangeable Shares;
(bii) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub and RVIServices, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Series 1 Exchangeable Shares; or
(ciii) making such changes or corrections which, on the advice of counsel to RVI Sub Services and RVIWeatherford, 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 board of directors of each of RVI Sub and RVI Services shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Series 1 Exchangeable Shares.
Appears in 1 contract
Samples: Combination Agreement (Weatherford International Inc /New/)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, at any time and from time to time, amend or modify this agreement in writing for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Board of directors Directors of each of RVI Sub the Corporation and RVIApplied, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub the Corporation and RVIApplied, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error; error herein, provided that the boards of directors of each of RVI Sub the Corporation and RVI Applied shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Applied Cellular Technology Inc)
Ministerial Amendments. Notwithstanding the provisions of section Section 3.4, the parties to this agreement Agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement Agreement for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub ITI and RVIEduTrek, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub ITI and RVIEduTrek, 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 of RVI Sub ITI and RVI EduTrek shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of section Section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI CCo Sub and RVICCo, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI CCo Sub and RVICCo, 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 of RVI CCo Sub and RVI CCo shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Combination Agreement (Calpine Corp)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
: (a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Board of directors Directors of each of RVI Sub Cableshare and RVISource, it may be expedient to make, provided that each such board Board of directors Directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
or (c) making such changes or corrections which, on the advice of counsel to RVI Sub Cableshare and RVISource, 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 Boards of directors Directors of each of RVI Sub Cableshare and RVI Source shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Source Media Inc)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the ---------------------- parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, at any time and from time to time, amend or modify this agreement in writing for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Board of directors Directors of each of RVI Sub the Corporation and RVISonic, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Sub the Corporation and RVISonic, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error; error herein, provided that the boards of directors of each of RVI Sub the Corporation and RVI Sonic shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Support Agreement (Sonic Environmental Systems Inc)
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:
: (a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub Northstar and RVIDevon, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
or (c) making such changes or corrections which, on the advice of counsel to RVI Sub Northstar and RVIDevon, 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 of RVI Sub Northstar and RVI Devon shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Ministerial Amendments. Notwithstanding the provisions of section 3.4, the parties to this agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, at any time and from time to time, amend or modify this agreement in writing for the purposes of:
(a) adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Acquisition Sub and RVIParent, it may be expedient to make, provided that each such board of directors shall be of the opinion that such amendments or modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel to RVI Acquisition Sub and RVIParent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error; error herein, provided that the boards of directors of each of RVI Acquisition Sub and RVI Parent shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.
Appears in 1 contract
Samples: Parent Support Agreement (Cubist Pharmaceuticals Inc)