APPROVAL OF HOLDERS OF SERIES 2 SHARES. In addition to any other approvals required by law, the approval of all amendments to the rights, privileges, restrictions and conditions attaching to the Series 2 Shares as a series and any other approval to be given by the holders of Series 2 Shares as a series will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 662/3% of the votes cast at a meeting of the holders of Series 2 Shares duly called and held on not less than 21 days' notice at which the holders of at least a majority of the outstanding Series 2 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the Series 2 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding Series 2 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days' written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.
APPROVAL OF HOLDERS OF SERIES 2 SHARES. Any approval given by the holders of Series 2 Shares will be deemed to have been sufficiently given if given by a resolution passed at a meeting of the holders of Series 2 Shares duly called and held on not less than 21 days' notice at which the holders of at least one-third of the outstanding Series 2 Shares are present or are represented by proxy and carried by the affirmative vote of not less than 66 2/3% of the votes cast at the meeting. If at the meeting the holders of at least one-third of the outstanding Series 2 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 21 days afterwards, and to such time and place as the chairman of the meeting may designate, and not less than 15 days' written notice shall be given of the adjourned meeting. At the adjourned meeting, the holders of Series 2 Shares present or represented by proxy may transact the business for which the meeting was originally called and a resolution passed at the adjourned meeting by the affirmative vote of not less than 66 2/3% of the votes cast at the meeting will constitute the approval of the holders of Series 2 Shares. On every poll taken at any meeting or adjourned meeting, every holder of Series 2 Shares will be entitled to one vote in respect of each Series 2 Share held. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those from time to time as maybe prescribed in the by-laws of Concentra with respect to meetings of shareholders or members or under the CCAA.
