Common use of Amendments Requiring Shareholder Approval Clause in Contracts

Amendments Requiring Shareholder Approval. Notwithstanding Section 11.1(a) but subject to Section 11.1(c), the affirmative vote of the holders of a majority of the Outstanding Common Shares shall be required to adopt any amendment or provision that: (i) is determined by the Board of Directors, in its good faith, to have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares); (ii) reduces the time for any notice to which the Common Shareholders may be entitled; (iii) enlarges the obligations of the Common Shareholders; (iv) alters the circumstances under which the Company could be dissolved or wound up; (v) changes the term of existence of the Company; (vi) alters, amends, repeals or is inconsistent with Section 5.1(a), Section 10.1, Section 11.1(b), Section 11.2, Section 11.8, Section 12.3 or Section 12.6; or (vii) alters, amends, repeals or is inconsistent with ARTICLE XIV. Notwithstanding anything to the contrary in this Agreement, (x) the affirmative vote of the holders of a majority of the Outstanding Common Shares shall be required to amend any tax sharing agreement between the Company and CEI, (y) the affirmative vote of the holder of the sole Outstanding Voting Share shall be required to adopt any amendment or provision that would alter the rights of the Voting Share and (z) the prior written consent of CEI shall be required to adopt any amendment or provision that would alter the rights of CEI granted in Section 14.1(a).