Common use of Ministerial Amendments Clause in Contracts

Ministerial Amendments. Notwithstanding the provisions of Section 4.4 hereof, 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 of the parties hereto if the board of directors of each of Exchangeco, Callco and US Gold shall be of the opinion that such additions will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a whole; (b) evidencing the succession of US Gold Successors and the covenants of and obligations assumed by each such US Gold Successor in accordance with the provisions of Article 3; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of Exchangeco, Callco and US Gold, 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 of directors shall be of the opinion that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a whole; or (d) making such changes or corrections which, on the advice of counsel to Exchangeco, Callco and US Gold, 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 Exchangeco, Callco and US Gold shall be of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4 hereof11.1, 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 SharesBeneficiaries, 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 parties hereto if Beneficiaries hereunder provided that the board of directors of each of Exchangeco, Callco and US Gold 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 Non-Affiliated Holders Beneficiaries as a whole; (b) evidencing the succession of a US Gold Successors Successor and the covenants of and the obligations assumed by each such US Gold Successor in accordance with the provisions of Article 3ARTICLE 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 which, in the good faith opinion of the board of directors of each of ExchangecoUS Gold, Callco and US GoldExchangeco and in the opinion of the Trustee, in reliance upon a certificate of Exchangeco, having in mind the best interests of the Non-Affiliated Holders as a wholeBeneficiaries, it may be expedient to make, provided that each such board boards of directors and the Trustee, acting in reliance upon a certificate of Exchangeco, shall be of the opinion that such amendments or and modifications will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders Beneficiaries as a whole; or (d) making such changes or corrections which, on the advice of counsel to Exchangeco, Callco and US Gold, Callco, Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the boards board of directors of each of ExchangecoUS Gold, Callco and US Gold Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights or and interests of the Non-Affiliated Holders Beneficiaries as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4 hereof11.1, the parties to this Agreement trust agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, 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 parties hereto if Beneficiaries hereunder provided that the board Board of directors Directors of each of Exchangeco, Callco ExchangeCo and US Gold Shire 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 Non-Affiliated Holders as a wholeBeneficiaries; (b) evidencing the succession of US Gold Successors and the covenants of and obligations assumed by each such US Gold Successor in accordance with the provisions of Article 3; (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 which, in the good faith opinion of the board Board of directors Directors of each of ExchangecoShire and ExchangeCo and in the opinion of the Trustee (which may, Callco and US Goldfor this purpose, rely on the opinion of counsel), having in mind the best interests of the Non-Affiliated Holders as a wholeBeneficiaries, it may be expedient to make, provided that each such board Boards of directors Directors and the Trustee shall be of the opinion that such amendments or and modifications will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a wholeBeneficiaries; or (dc) making such changes or corrections which, on the advice of counsel to ExchangecoShire, Callco ExchangeCo and US Goldthe Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the boards opinion of directors the Trustee (which may, for this purpose, rely on the opinion of counsel) and the Board of Directors of each of Exchangeco, Callco Shire and US Gold shall be of the opinion that ExchangeCo such changes or corrections will not be prejudicial in any material respect to the rights or and interests of the Non-Affiliated Holders as a wholeBeneficiaries.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4 hereof5.4, 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 of the parties hereto if the board of directors of each of ExchangecoParent, Callco CallCo and US Gold 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 Non-Affiliated Holders as a wholeholders of the Exchangeable Shares; (b) evidencing the succession of US Gold Parent Successors and the covenants of and obligations assumed by each such US Gold Parent Successor in accordance with the provisions of Article 3; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of ExchangecoParent, Callco CallCo and US Gold, having in mind the best interests of the Non-Affiliated Holders as a wholeExchangeCo, it may be expedient to make, provided that each such board of directors shall be of the opinion 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 Non-Affiliated Holders as a wholeholders of the Exchangeable Shares; or (d) making such changes or corrections hereto which, on the advice of counsel to ExchangecoParent, Callco CallCo and US GoldExchangeCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the boards of directors of each of ExchangecoParent, Callco CallCo and US Gold 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 Non-Affiliated Holders as a wholeholders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4 hereof4.4, 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 of the parties hereto if the board of directors of each of Exchangecothe Parent, Callco and US Gold 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 Non-Affiliated Holders holders of the Exchangeable Shares as a whole; (b) evidencing the succession of US Gold Parent Successors and the covenants of and obligations assumed by each such US Gold Parent Successor in accordance with the provisions of Article 3; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of Exchangecothe Parent, Callco and US GoldExchangeco, having in mind the best interests of the Non-Affiliated Holders holders of the Exchangeable Shares as a whole, it may be expedient to make, provided that each such board of directors shall be of the opinion 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 Non-Affiliated Holders holders of the Exchangeable Shares as a whole; or (d) making such changes or corrections hereto which, on the advice of counsel to Exchangecothe Parent, Callco and US GoldExchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the boards of directors of each of Exchangecothe Parent, Callco and US Gold 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 Non-Affiliated Holders holders of the Exchangeable Shares as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4 hereof4.4, 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 of the parties hereto if the board of directors of each of ExchangecoAkerna, Callco and US Gold 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 Non-Affiliated Holders as a wholeholders of the Exchangeable Shares; (b) evidencing the succession of US Gold Akerna Successors and the covenants of and obligations assumed by each such US Gold Akerna Successor in accordance with the provisions of Article 3; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of ExchangecoAkerna, Callco and US Gold, having in mind the best interests of the Non-Affiliated Holders as a wholeExchangeco, it may be expedient to make, provided that each such board of directors shall be of the opinion 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 Non-Affiliated Holders as a wholeholders of the Exchangeable Shares; or (d) making such changes or corrections hereto which, on the advice of counsel to ExchangecoAkerna, Callco and US GoldExchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the boards of directors of each of ExchangecoAkerna, Callco and US Gold 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 Non-Affiliated Holders as a wholeholders of the Exchangeable Shares.