UM Shares are free from any sale restrictions arising under any lock-up or market standoff or similar agreement and, to the extent required to satisfy any withholding obligations of UM (or the applicable payor), facilitate a sell to cover arrangement with respect to such Covered UM Shares.
2.9 Changes in UM B Ordinary Shares. If, as a result of any reorganization, recapitalization, reclassification, or other similar change in UMs capital stock, the outstanding UM B Ordinary Shares are exchanged for a different kind, class or series of shares or other securities of UM, an appropriate adjustment to the kind, class or series of shares or other securities subject to the CVRs and this Agreement shall be made.
SECTION 3 THE RIGHTS AGENT
3.1 Certain Duties And Responsibilities.
(a) The Rights Agent shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.
(b) The Rights Agent shall be under no obligation to institute any action, suit or proceeding, or to take any other action likely to result in the incurrence of material expenses by the Rights Agent, unless Palladio shall furnish the Rights Agent with reasonable security and indemnity for any costs and expenses that may be incurred.
3.2 Certain Rights of Rights Agent.
(a) The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent.
(b) The Rights Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(c) Whenever the Rights Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Rights Agent may, in the absence of bad faith, gross negligence or willful misconduct on its part, rely upon written instructions from Palladio, UM and the Holder Representative.
(d) The Rights Agent may engage and consult with counsel of its selection and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(e) Any permissive rights of the Rights Agent hereunder shall not be construed as a duty.
(f) The Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises.
(g) Palladio agrees (i) to pay the fees and expenses of the Rights Agent in connection with the Rights Agents performance of its obligations hereunder, as agreed upon in writing by Rights Agent and Palladio on or prior to the date of this Agreement, and (ii) to reimburse the Rights Agent promptly upon demand for all reasonable and documented out-of-pocket expenses, including all taxes (other than income, receipt, franchise or similar taxes) and governmental charges, incurred by the Rights Agent in the performance of its obligations under this Agreement.