Amendment Clause Example with Variations from Business Contracts

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments hereto, to this Agreement for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent... herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession appointment of another Person as a successor Rights Agent and the assumption by any such successor Rights Agent of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms provisions hereof; 17 (ii) subject to Section 6.3, to evidence the succession of this Agreement; another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.3; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent shall the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided that, that in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision herein or in the Merger this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or "blue sky" laws; provided that, (vi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 or (ii) following a transfer of such provisions shall not adversely affect CVRs to the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Company or its subsidiaries in accordance with Section 7.3; 2.2 or (vii) Section 2.3; (viii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition Law; or (ix) to the foregoing, upon the request of Parent, the Rights Agent hereby agrees effect any other amendment to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.2. Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if Agreements, provided that, in each case, such addition, elimination additions, eliminations or change is changes do not materially adverse to adversely affect the interest interests of the Holders. (b) Promptly after the execution by Parent the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 6.2. 6.2 Amendments with Consent of Holders. (a) In addition to any amendments to this Agreement that may be made by the Company without the consent of any Holder pursuant to Section 5.1, with the consent of the Holder Representative, the Company and the Rights Agent may enter into one or more amendments to this Agreement for the purpose of adding, eliminating or amending any provisions of this Agreement, even if such addition, elimination or amendment is adverse to the interests of the Holders. 18 (b) Promptly after the execution by the Company and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail the Company will (or will cause the Rights Agent to mail) a notice thereof through to) notify the facilities Holders in general terms of DTC the substance of such amendment in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.3. Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. 6.2. 6.3 Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall will be modified in accordance therewith, such amendment shall will form a part of this Agreement for all purposes and every Holder shall will be bound thereby. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 5, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. View More

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, of the Holders or the Rights Agent, Parent and the Operating Partnership at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this... Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) (ii) to add to the covenants of Parent or the Operating Partnership such further covenants, restrictions, conditions or provisions as Parent or the Operating Partnership shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) 15 (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) (iv) as may be necessary or appropriate to ensure that the CVRs CERs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or "blue sky" laws; provided that, such provisions shall laws and to ensure that the CERs are not adversely affect subject to any similar registration or prospectus requirement under applicable securities laws outside the interests of the Holders; (vi) United States; (v) to evidence the assignment of this Agreement by Parent or the Operating Partnership as provided in Section 7.3; 6.3; or (vii) as may be necessary (vi) any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 Holders. (b) Without the consent of any Holders, Parent Holders (other than the Holder of interests affected by this Section 4.1(b)), Parent, the Operating Partnership and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto thereto to reduce the number of CVRs, in CERs, to the event extent that any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 6.4 or to transfer CVRs CERs to Parent or the Operating Partnership pursuant to Section 2.10. 2.6. (c) Promptly after the execution by Parent and and/or the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 4.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR CER Register, setting forth such amendment. 5.2. 4.2 Amendments with Consent of Holders. (a) Subject to Section 5.1 4.1 (which amendments pursuant to Section 5.1 4.1 may be made without the consent of any Holder), of the Holders or the Rights Agent), with the written consent of the Holders of not less than a majority of Acting Holders, Parent, the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent Operating Partnership and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. (b) Promptly after the execution by Parent Parent, the Operating Partnership and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, 4.2, Parent and the Operating Partnership shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR CER Register, setting forth such amendment. 5.3. 4.3 Execution of Amendments. Prior to executing any amendment permitted by this Section 5, 4, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent (and at Parent's sole expense) stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent's own rights, powers, trusts or duties under this Agreement or otherwise. 16 4.4 Effect of Amendments. Upon the execution of any amendment under this Section 5, 4, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby. View More

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence any successor to or permitted Assignee of Parent and the assumption by any such successor or permitted Assignee of the covenants of Parent herein as provided in Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Board... Resolution, may, with the consent of the Rights Agent, which consent shall not be unreasonably withheld, conditioned or delayed, at any time and from time to time, enter into one or more amendments hereto, solely for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent in accordance with Section 3 and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) 13 (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (v) (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or "blue sky" laws; provided provided, that, in each case, such provisions shall do not adversely affect the interests of the Holders; (v) to cancel any CVRs (A) in the event that any Holder has abandoned its rights in accordance with Section 2.6, or (B) following a transfer of such CVRs to Parent or its Affiliates in accordance with Section 2.2 or Section 2.3; (vi) to evidence any other amendments hereto for the assignment purpose of adding, eliminating or changing any provisions of this Agreement by Parent as provided in Section 7.3; Agreement, unless such addition, elimination or change is adverse to the interests of the Holders; or (vii) as may be necessary or appropriate to ensure that the Company Parent complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. Law. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 6.1, Parent shall mail (or cause the Rights Agent to mail) will transmit a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail Section 7.1 to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment. 5.2. 6.2 Amendments with Consent of Holders. (a) Subject to Section 5.1 6.1 (which amendments pursuant to Section 5.1 6.1 may be made without the consent of any Holder), the Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, Acting Holders, whether evidenced in writing or taken at a meeting of the such Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. (b) Promptly after the execution by Parent Parent, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, 6.2, Parent shall mail will transmit (or cause the Rights Agent to mail) transmit) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail Section 7.1 to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment. 5.3. 6.3 Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, 6, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. Notwithstanding anything contained herein, the Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent's own rights, privileges, covenants or duties under this Agreement or otherwise. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. 14 6.4 Effect of Amendments. Upon the execution of any amendment under this Section 5, 6, this Agreement shall will be modified in accordance therewith, such amendment shall will form a part of this Agreement for all purposes and every Holder shall will be bound thereby. View More

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to... evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) 18 (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or "blue sky" laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) (v) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary (vi) for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. 2.6. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail deliver (or cause the Rights Agent to mail) deliver) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.2. Holders. Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), Holders or the Rights Agent), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Acting Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.3. 5.2 Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. Each amendment to this Agreement shall be evidenced by a writing signed by (a) the Rights Agent and Parent (with respect to amendments permitted under Section 5.1), and (b) the Rights Agent and Parent (with respect to amendments permitted under Section 5.2). The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent's own obligations, rights, powers, immunities or duties under this Agreement or otherwise, and the Rights Agent shall not be bound by amendments not executed by it. 5.3 Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby. View More

Amendment. Amendments without Consent (a) Without the consent of Holders. (a) any Holders or the CVR Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence any successor to or permitted assignee of Parent and the assumption by any such successor or permitted assignee of the covenants of Parent herein as provided in Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent's sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, solely for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent in accordance with Section 3 and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) 12 (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or "blue sky" laws; Act; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence or (v) any other amendments hereto for the assignment purpose of adding, eliminating or changing any provisions of this Agreement by Parent as provided in Section 7.3; Agreement, unless such addition, elimination or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants Holders or obligations other than as permitted by this Section 5.1. 12 (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. CVR Representative. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment. 5.2. 5.2 Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), the Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, then-outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent CVR Representative, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. Parent and the Rights Agent agree to fully cooperate with the CVR Representative in soliciting and obtaining the consent of the Holders of not less than a majority of the then-outstanding CVRs as required hereunder. (b) Promptly after the execution by Parent Parent, the CVR Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment. 5.3. 5.3 Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent's own rights, privileges, covenants or duties under this Agreement or otherwise. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. 13 5.4 Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall will be modified in accordance therewith, such amendment shall will form a part of this Agreement for all purposes and every Holder shall will be bound thereby. View More

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to... evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or "blue sky" laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) (v) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary (vi) any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. 2.6. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.2. Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.3. Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby. View More