Extraordinary Resolution. On every Extraordinary Resolution, and on every other question submitted to a meeting on which a poll is directed by the chairman or requested by one or more Subscription Receiptholders acting in person or by proxy and holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, a poll will be taken in such manner as the chairman directs.
Extraordinary Resolution. On every Extraordinary Resolution (as defined below), and on every other question submitted to a meeting on which a poll is directed by the chairman or requested by one or more Warrantholders acting in person or by proxy, a poll shall be taken in such manner as the chairman directs.
Extraordinary Resolution. A resolution, adopted under this Section 13.02 shall be binding upon all the Noteholders and the Trustee shall be bound to give effect thereto accordingly. Save as herein expressly otherwise provided, no action shall be taken at a meeting of the Noteholders which changes any provision of this Indenture or changes or prejudices the exercise of any right of any Noteholder except by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, the Holders holding the Notes shall have the following powers exercisable from time to time as a Noteholders’ Approval exercisable by Extraordinary Resolution:
(a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders and/or the Trustee against the Issuers, or against the Property, whether such rights arise under this Indenture or the Notes or, with respect to the rights of the Trustee only, otherwise;
(b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or in any Note which shall be agreed to by the Issuers and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any such modification, change, addition or omission;
(c) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Noteholders’ Approval or to refrain from exercising any such power, right, remedy or authority;
(d) power to waive and direct the Trustee accelerating payment or commencing realization to waive any Event of Default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 9.02, either unconditionally or upon any condition specified in such Noteholders’ Approval;
(e) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Issuers;
(f) power to remove the Trustee from office and to appoint a new Trustee or Trustees; and
(g) power to amend, alter or repeal any Noteholders’ Approval previously passed or sanctioned by the Noteholders.
Extraordinary Resolution. If, at any meeting called for the purpose of passing an Extraordinary Resolution, Warrantholders entitled to purchase 35% of the aggregate number of Common Shares which can be subscribed for and purchased pursuant to all of the outstanding Warrant Certificates as of the date of such meeting are not present in person or by proxy within 30 minutes from the time fixed for holding the meeting, then the meeting, if called by Warrantholders or on a Warrantholders' Request, shall be dissolved, but in any other case it shall stand adjourned to such day, being not less than 5 Business Days or more than 21 Business Days later, and to such place and time as may be determined by the chairman. Not less than three Business Days' notice to Warrantholders shall be given of the time and place of such adjourned meeting in the manner provided in article twelve hereof. Such notice shall state that at the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum notwithstanding the provisions of this subsection 0 to the contrary and may transact the business for which the meeting was originally called and a motion proposed at such adjourned meeting and passed by the affirmative vote of Warrantholders entitled to subscribe for and purchase not less than 66 2/3% of the aggregate number of Common Shares which can be subscribed for and purchased pursuant to all of the Warrants represented at the adjourned meeting and voted on the motion shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that Warrantholders entitled to purchase 35% of the aggregate number of Common Shares which can be subscribed for and purchased pursuant to all of the then outstanding Warrant Certificates are not present in person or by proxy at such adjourned meeting.
Extraordinary Resolution. The expression “Extraordinary Resolution” when used in this Trust Deed means a resolution passed at a meeting of Noteholders duly convened and held in accordance with the provisions contained herein by the affirmative vote of such holders present in person or represented by proxy or representative owning in the aggregate not less than two-thirds in principal amount of such Notes owned by the holders who are so present or represented at the meeting.
Extraordinary Resolution. If directed to do so by an Extraordinary Resolution of Noteholders; or
Extraordinary Resolution. An Extraordinary Resolution, adopted in accordance with the provisions hereof, shall be binding upon all the Debentureholders and the Fiscal Agent (or Trustee as the case may be) shall be bound to give effect thereto accordingly. The term "Extraordinary Resolution“ when used in this Indenture, means (subject to the provisions of Section 12.6 and as hereinafter provided) a resolution adopted at a meeting of the holders of the Debentures then outstanding, duly convened and held in accordance with the provisions herein contained, upon the affirmative vote of not less than 66 2/3% of Debentures represented at the meeting; provided that no Extraordinary Resolution may be adopted, without the consent or affirmative vote of 75% of the votes of the holders of the Debentures affected thereby and represented at the meeting, which purports to waive a default in the payment of the principal of or interest on any Debenture, or change the stated maturity of the principal of or any installment of interest on any Debenture, or reduce the principal amount thereof or the rate of interest 95 thereon, or change the coin or currency in which any Debenture or the interest thereon is payable, or the Redemption Price of any Debentures. Save as herein expressly otherwise provided, no action shall be taken at a meeting of the Debentureholders which changes any provision of this Indenture or changes or prejudices the exercise of any right of any Debentureholder except by Extraordinary Resolution as hereinbefore provided or by resolution or written instrument as hereinafter provided.
Extraordinary Resolution. 18.1.1. A resolution shall be deemed an Extraordinary Resolution if the same shall be passed by a majority consisting of not less than three-fourths (3/4) or seventy-five per cent (75%) of the persons present and voting at the meeting upon a show of hands, or if a poll is demanded, by Bondholders holding not less than three-fourths (3/4) or seventy-five per cent (75%) in value of the Bonds held by the Bondholders present or represented by proxies at the meeting.
Extraordinary Resolution. Unless otherwise waived by all Warrantholders, the Company shall at the last general meeting of its shareholders immediately preceding the date that the authorized shares of capital stock underlying the Warrants shall expire, recommend that such shareholders pass an extraordinary resolution to the effect that the Company extend, for another five years, the period during which the authorized capital stock represented by the Warrants shall be valid.
Extraordinary Resolution a. An extraordinary resolution of the Company requires the consent of ninety per cent (90%) of the shareholders of the Company.
b. An extraordinary resolution of the members of the Company shall be required for any of the following transactions:
i. Deletion or termination of any drag along and tag along rights and obligations;
ii. To authorize, or obligate itself to authorise, by reclassification or otherwise, any share of capital stock senior to, or on a parity with, the shares with respect to designations, preferences, privileges or powers of relative, participating, options or other special rights or qualifications, limitations or restrictions;
iv. Changes to the Company's purpose/objects as set out in the Articles of Association of the Company or any material changes in the Company's or any of the Group’s subsidiaries’ line of business;
v. to transfer the main part of the Company’s assets or any of the Subsidiaries.
vi. To effect an amendment or waiver of any provision of the Company's Memorandum and Articles of Association; and
vii. To enter or oblige the Company or any subsidiary within the Group to enter into any transaction or arrangement with any stockholder, officer, employee, director, or Affiliate or family member thereof, of the Company or such subsidiary within the Group, other than transactions entered into in the ordinary course of business on arms-length terms and that involve no more than fifty thousand Euro (€50,000).
