Common use of Ministerial Amendments Clause in Contracts

Ministerial Amendments. Notwithstanding the provisions of section 0.1 hereof, CLC and the Trustee may in writing, at any time and from time to time, without the 164 approval of the Stockholders, amend or modify this voting trust agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the CLC Board of Directors and in the opinion of the Trustee and its counsel, having in mind the best interests of the Stockholders as a whole, it may be expedient to make, provided that the CLC Board of Directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC 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 Trustee and its counsel and the CLC Board of Directors shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the Stockholders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 Section 12(a) hereof, CLC and the Trustee parties to that agreement may in writing, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement Agreement for the purposes of:; (ai) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (bii) making such amendments or modifications not inconsistent with this voting trust agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the CLC Board board of Directors directors of each of US Co and US Co Sub and in the opinion of the Trustee and its counsel, counsel having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board such boards of Directors directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders Holders as a whole; or (ciii) making such changes or corrections which, on the advice of counsel to CLC US Co Sub, US Co 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 Trustee and its counsel and the CLC Board board of Directors directors of each of US Co Sub and US Co shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the Stockholders Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 Section 12.1 hereof, CLC and the Trustee parties to this agreement may in writing, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the CLC Board board of Directors directors of each of EduTrek and ITI and in the opinion of the Trustee and its counsel, having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board such boards of Directors directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders Holders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC ITI, EduTrek 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 Trustee and its counsel and the CLC Board board of Directors directors of each of ITI and EduTrek shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the Stockholders Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 SectionE11.1 hereof, CLC and the Trustee parties to this Agreement may in writing, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement Agreement as may be necessary or desirable with respect to matters or questions whichthat, in the opinion of the CLC Board of Directors of each of ACT and the ACTsub and in the opinion of the Trustee and its counselTrustee, on the advice of counsel having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board of Directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders Holders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC 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 Trustee and its counsel and the CLC Board of Directors of each of the ACTsub and ACT shall be of the opinion opinion, on the advice of counsel, that such changes or corrections will not be prejudicial to the interests of the Stockholders Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 11.1 hereof, CLC and the Trustee parties to this Agreement may in writing, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement Agreement as may be necessary or desirable with respect to matters or questions whichthat, in the opinion of the CLC Board of Directors of each of Applied and the Corporation and in the opinion of the Trustee and its counselTrustee, on the advice of counsel having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board of Directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders Holders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC 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 Trustee and its counsel and the CLC Board of Directors of each of the Corporation and Applied shall be of the opinion opinion, on the advice of counsel, that such changes or corrections will not be prejudicial to the interests of the Stockholders Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 hereof, CLC and the Trustee may in writing, at any time and from time to time, without the 164 approval of the Stockholders, amend or modify this voting trust agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders hereunder; (b) making such amendments or modifications not inconsistent with 188 this voting trust agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the CLC Board of Directors and in the opinion of the Trustee and its counsel, having in mind the best interests of the Stockholders as a whole, it may be expedient to make, provided that the CLC Board of Directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC 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 Trustee and its counsel and the CLC Board of Directors shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the Stockholders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 11.1 ---------------------- hereof, CLC and the Trustee parties to this Agreement may in writing, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement Agreement as may be necessary or desirable with respect to matters or questions whichthat, in the opinion of the CLC Board of Directors of each of Sonic and Corporation and in the opinion of the Trustee and its counselTrustee, on the advice of counsel having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board of Directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders Holders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC 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 Trustee and its counsel and the CLC Board of Directors of each of the Corporation and Sonic shall be of the opinion opinion, on the advice of counsel, that such changes or corrections will not be prejudicial to the interests of the Stockholders Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of section 0.1 Section 12.1 hereof, CLC and the Trustee parties to this Agreement may in writing, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the CLC Board board of Directors directors of each of Parent, Subco and the Company and in the opinion of the Trustee and its counsel, having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board such boards of Directors directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders Holders as a whole; or (c) making such changes or corrections which, on the advice of counsel to CLC the Company, Subco, Parent 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 Trustee and its counsel and the CLC Board board of Directors directors of each of the Company, Subco and Parent shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the Stockholders Holders as a whole.

Ministerial Amendments. (1) Notwithstanding the provisions of section 0.1 Section 10.1 hereof, CLC and the Trustee may in writingparties to this Agreement, other than the Holders may, by written notice to the Holders, at any time and from time to time, without the 164 approval of the StockholdersHolders, amend or modify this voting trust agreement Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Stockholders Holders hereunder; (b) making such amendments or modifications not inconsistent with this voting trust agreement Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the CLC Board board of Directors directors of each of ParentCo, CallCo and the Company and in the opinion of the Trustee and its counsel, having in mind the best interests of the Stockholders Holders as a whole, it may be expedient to make, provided that the CLC Board of Directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Stockholders as a wholeHolders; or (c) making such changes or corrections which, on the advice of counsel to CLC the Company, CallCo, ParentCo 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 Trustee and its counsel and the CLC Board of Directors shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the Stockholders as a wholeHolders.