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: adding to the covenants of either or both parties for the protection of the holders of the Exchangeable Shares; 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 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. Meeting to Consider Amendments RVI Sub, at the request of RVI, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval of such shareholders. 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. Amendments Only in Writing No amendment to or modification or waiver of any of the provisions of this agreement otherwise permitted hereunder shall be effective unless made in writing and signed by both of the parties hereto.
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Ministerial Amendments. Notwithstanding the provisions of section 3.4Section 12.1 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 SharesHolders, amend or modify this 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 Holders hereunder subject to the receipt by the Trustee of an opinion of counsel that the addition of the Exchangeable Sharesproposed covenant is not prejudicial to the interests of the holders as a whole or the Trustee; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of RVI Sub Devon and RVINorthstar and in the opinion of the 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 Trustee and its counsel 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 Northstar, Devon and RVIthe 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 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 SharesHolders as a whole. Meeting to Consider Amendments RVI Sub12.3 MEETING TO CONSIDER AMENDMENTS Northstar, at the request of RVIDevon, shall call a meeting or meetings of the holders of the Exchangeable Shares Holders for the purpose of considering any proposed amendment or modification requiring approval of such shareholderspursuant hereto. Any such meeting 21 22 or meetings shall be called and held in accordance with the by-laws of RVI SubNorthstar, the Exchangeable Share Provisions and all Applicable Lawsapplicable laws. Amendments Only in Writing No amendment to or modification or waiver of any of the provisions of this agreement otherwise permitted hereunder shall be effective unless made in writing and signed by both of the parties hereto.12.4
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Samples: Voting and Exchange Trust Agreement (Devon Energy Corp /Ok/)
Ministerial Amendments. Notwithstanding the provisions of section 3.4Section 12.1 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 SharesHolders, amend or modify this agreement for the purposes of: adding to the covenants of either any or both all of the parties hereto for the protection of the holders Holders hereunder subject to the receipt by the Trustee of an opinion of its counsel that the addition of the Exchangeable Sharesproposed covenant is not prejudicial to the interests of the holders as a whole or the Trustee; 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 and RVI Sub and RVIin the opinion of the 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 Trustee and its counsel 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 making such changes or corrections which, on the advice of counsel to RVI Sub Sub, RVI and RVIthe 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 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 SharesHolders 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 of the Exchangeable Shares Holders for the purpose of considering any proposed amendment or modification requiring approval of such shareholderspursuant 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 Lawsapplicable laws. Amendments Only Changes in Writing No amendment to or modification or waiver 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 otherwise permitted hereunder 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 be effective unless made 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 signed such termination is approved by both the Holders of the parties hereto.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
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Ministerial Amendments. Notwithstanding the provisions of section 3.4Section 4.4 hereof, the parties Parties to this agreement Agreement may in writing, writing at any time and from time to time, without the approval of the holders of the Exchangeable Sharesapprovals set forth in Section 4.4 hereof, amend or modify this agreement Agreement for the purposes of: (a) adding to the covenants of either any or both parties for the protection all of the holders Parties hereto if the Company Board and the BN Board are of the Exchangeable Sharesopinion that such additions will not be prejudicial to the rights or interests of the Non-Brookfield Holders as a whole; (b) evidencing the succession of a BN Successor and the covenants of and obligations assumed by such BN Successor in accordance with the provisions of Article 3; (c) making such amendments or modifications not inconsistent with this agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board Company Board and the BN Board, having in mind the best interests of directors of each of RVI Sub and RVIthe Non-Brookfield Holders as a whole, it may be expedient to make, provided that each such board of directors shall be is of the opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesNon-Brookfield Holders as a whole; or (d) making such changes or corrections which, on the advice of counsel to RVI Sub the Company and RVIBN, are required for the purpose of curing or correcting any ambiguity or defect or defect, inconsistent provision or provision, clerical omission or omission, mistake or manifest error; , provided that the boards of directors of each of RVI Sub Company Board and RVI shall be the BN Board are of the opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesNon-Brookfield Holders as a whole. Meeting to Consider Amendments RVI Sub, at the request of RVI, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval of such shareholders. 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. Amendments Only in Writing No amendment to or modification or waiver of any of the provisions of this agreement otherwise permitted hereunder shall be effective unless made in writing and signed by both of the parties hereto.4.6
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