Common use of Ministerial Amendments Clause in Contracts

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, 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 any or all parties provided that the Board of Directors of each of Acquisitionco, Callco and Newmont shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board of Directors of each of Acquisitionco, Callco and Newmont, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Acquisitionco, Callco and Newmont, 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 Acquisitionco, Callco and Newmont shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, 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 any or all parties provided that the Board board of Directors directors of each of Acquisitioncothe Corporation, Callco Acquireco and Newmont Bionik US shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of Acquisitioncothe Corporation, Callco Acquireco and NewmontBionik US, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Acquisitioncothe Corporation, Callco Acquireco and NewmontBionik US, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of Acquisitioncothe Corporation, Callco Acquireco and Newmont Bionik US shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, 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 any or all parties provided that the Board board of Directors directors of each of AcquisitioncoNewco Canada Exchangeco, Callco Newco Canada and Newmont Spinco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of AcquisitioncoNewco Canada Exchangeco, Callco Newco Canada and NewmontSpinco, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoXxxxx Xxxxxx Xxxxxxxxxx, Callco Xxxxx Xxxxxx and NewmontSpinco, 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 AcquisitioncoNewco Canada Exchangeco, Callco Newco Canada and Newmont Spinco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, 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 any or all parties provided that the Board of Directors of each of AcquisitioncoExchangeco, Callco and Newmont AMVESCAP shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board of Directors of each of AcquisitioncoExchangeco, Callco and NewmontAMVESCAP, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoExchangeco, Callco and NewmontAMVESCAP, 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 AcquisitioncoExchangeco, Callco and Newmont AMVESCAP shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4section 3.4, the parties to this agreement may in writing 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 any or all parties provided that the Board board of Directors directors of each of AcquisitioncoBowater Canada, Callco Bowater Holdings and Newmont Bowater shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of AcquisitioncoBowater Canada, Callco Bowater Holdings and NewmontBowater, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoBowater Canada, Callco Bowater Holdings and NewmontBowater, 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 AcquisitioncoBowater Canada, Callco Bowater Holdings and Newmont Bowater shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, 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 any or all parties provided that the Board of Directors of each of AcquisitioncoExchangeco, Callco JDS Uniphase Nova Scotia and Newmont JDS Uniphase shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board of Directors of each of AcquisitioncoExchangeco, Callco JDS Uniphase Nova Scotia and NewmontJDS Uniphase, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoExchangeco, Callco JDS Uniphase Nova Scotia and NewmontJDS Uniphase, 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 AcquisitioncoExchangeco, Callco JDS Uniphase Nova Scotia and Newmont JDS Uniphase shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4section 4.2, the parties to this agreement may in writing 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 any or all parties parties, provided that the Board board of Directors directors of each of Acquisitioncothe Corporation, Callco Pixelworks Nova Scotia and Newmont shall be Pixelworks is of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of Acquisitioncothe Corporation, Callco Pixelworks Nova Scotia and NewmontPixelworks, it may be expedient to make, provided that each such Board board of Directors shall be directors is of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Acquisitioncothe Corporation, Callco Pixelworks Nova Scotia and NewmontPixelworks, 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 directors of each of Acquisitioncothe Corporation, Callco Pixelworks Nova Scotia and Newmont shall be Pixelworks is of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, 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 Company Special Shares, amend or modify this agreement Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of Acquisitioncothe Company, Callco Abgenix Canada and Newmont Abgenix shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Company Special Shares; (b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of Acquisitioncothe Company, Callco Abgenix Canada and NewmontAbgenix, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Company Special Shares; or (c) making such changes or corrections which, on the advice of counsel to Acquisitioncothe Company, Callco Abgenix Canada and NewmontAbgenix, 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 Acquisitioncothe Company, Callco Abgenix Canada and Newmont Abgenix shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Company Special Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.45.4, the parties to this agreement SPAC, Callco and ExchangeCo 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 any or all parties provided that the Board board of Directors directors of each of Acquisitionco, Callco ExchangeCo and Newmont SPAC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of Acquisitionco, Callco ExchangeCo and NewmontSPAC, it may be expedient to make, provided that each such Board boards of Directors directors shall be of the good faith opinion opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Acquisitionco, Callco ExchangeCo and NewmontSPAC, 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 Acquisitionco, Callco ExchangeCo and Newmont SPAC shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, 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 Duke Energy Exchangeable Shares, amend or modify this agreement Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of AcquisitioncoExchangeco, Callco and Newmont Duke Energy shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Duke Energy Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of AcquisitioncoExchangeco, Callco and NewmontDuke Energy, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Duke Energy Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoExchangeco, Callco and NewmontDuke Energy, 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 directors of each of AcquisitioncoExchangeco, Callco and Newmont Duke Energy shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Duke Energy Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4section 6.1, Parent, CallCo and the parties to this agreement Corporation may in writing writing, at any time and from time to time, without the approval of the holders written agreement of the Exchangeable SharesShareholder, amend or modify this exchange agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Exchangeable Shareholder hereunder provided that the Board of Directors of each of Acquisitioncothe Corporation, Callco CallCo and Newmont Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShareholder; (b) making such amendments or modifications not inconsistent with this exchange agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of AcquisitioncoParent, Callco and Newmontthe Corporation, having in mind the best interests of the Exchangeable Shareholder, it may be expedient to make, provided that each such Board Boards of Directors shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShareholder; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoParent, Callco CallCo and Newmontthe Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the Boards opinion the Board of Directors of each of AcquisitioncoParent, Callco CallCo and Newmont shall be of the good faith opinion that Corporation such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesShareholder.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, 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 any or all parties provided that the Board of Directors of each of AcquisitioncoMatsub, Callco Merge Newco and Newmont Merge shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board of Directors of each of AcquisitioncoMatsub, Callco Merge Newco and NewmontMerge, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoMatsub, Callco Merge Newco and NewmontMerge, 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 AcquisitioncoMatsub, Callco Merge Newco and Newmont Merge shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.2, the parties to this agreement may in writing 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 any or all parties parties, provided that the Board board of Directors directors of each of AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and Newmont SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and NewmontSMTC, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and NewmontSMTC, 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 directors of each of AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and Newmont SMTC shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, 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 any or all parties provided that the Board board of Directors directors of each of AcquisitioncoCanco, Callco and Newmont Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of AcquisitioncoCanco, Callco and NewmontAcquiror, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoCanco, Callco and NewmontAcquiror, 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 directors of each of AcquisitioncoCanco, Callco and Newmont Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.2, the parties to this agreement may in writing 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 any or all parties parties, provided that the Board board of Directors directors of each of AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and Newmont SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and NewmontSMTC, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoSMTC Canada, Callco SMTC Nova Scotia and NewmontSMTC, 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 directors of each of Acquisitioncoxx XXXX Xxxxxx, Callco XXXX Xxxx Xxxxxx and Newmont SMTC shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.40 hereof, the parties to this trust agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesNon-Affiliated Holders, amend or modify this trust agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of Acquisitionco, Callco and Newmont shall be of the good faith opinion that such additions will not be prejudicial to parties hereto for the rights or interests protection of the holders of the Exchangeable SharesNon-Affiliated Holders hereunder; (b) making such amendments or modifications not inconsistent with this trust agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors and the Parent Board of each Directors and in the opinion of Acquisitioncothe Trustee and its counsel, Callco and Newmonthaving 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 directors and the Trustee and its counsel shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesNon-Affiliated Holders as a whole; or (c) making such changes or corrections which, on the advice of counsel to Acquisitioncothe Corporation, Callco the Parent and Newmontthe Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards Trustee and its counsel and the Board of Directors and the Parent Board of each of Acquisitionco, Callco and Newmont Directors shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesNon-Affiliated Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, 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 any or all parties provided that the Board board of Directors directors of each of AcquisitioncoCanco, Callco and Newmont Acquirer shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of AcquisitioncoCanco, Callco and NewmontAcquirer, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to AcquisitioncoCanco, Callco and NewmontAcquirer, 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 directors of each of AcquisitioncoCanco, Callco and Newmont Acquirer shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, 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 any or all parties provided that the Board board of Directors directors of each of Acquisitioncothe Corporation, Callco and Newmont Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests 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 good faith opinion of the Board board of Directors directors of each of Acquisitioncothe Corporation, Callco and NewmontAcquiror, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to Acquisitioncothe Corporation, Callco and NewmontAcquiror, 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 directors of each of Acquisitioncothe Corporation, Callco and Newmont Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.