Common use of Meaning of "Special Resolution Clause in Contracts

Meaning of "Special Resolution. (a) The expression Special Resolution' when used in this Indenture means, subject as provided in this Subsection 9.14, a resolution proposed at a meeting of the Series A or Series B Warrantholders, as the case may be, duly convened for that purpose and held in accordance with the provisions of this Section 9 at which there are present in person or by proxy Series A or Series B Warrantholders entitled to acquire at least 20% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire not less than two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants represented at the meeting and voted on the poll upon the resolution. (b) If, at any meeting called for the purpose of passing a Special Resolution, Warrantholders entitled to acquire 20% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants are not present in person or by proxy within half an hour after the time appointed for the meeting, then the meeting, if convened by Series A or Series B Warrantholders, will be dissolved; but in any other case it will stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' notice will be given of the time and place of the adjourned meeting in the manner provided in Subsection 12.2. The notice will state that at the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at the adjourned meeting and passed by the requisite vote as provided in Paragraph 9.14(a) will be a Special Resolution within the meaning of this Indenture notwithstanding that Series A or Series B Warrantholders entitled to acquire 20% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants are not present in person or by proxy at the adjourned meeting. (c) Votes on a Special Resolution will always be given on a poll and no demand for a poll on a Special Resolution will be necessary. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "Special Resolution" when used in this Indenture will include an instrument so signed.

Meaning of "Special Resolution. (a) The expression Special Resolution' ’ when used in this Indenture means, subject as provided in this Subsection 9.14, a resolution proposed at a meeting of the Series A or Series B Warrantholders, as the case may be, Warrantholders duly convened for that purpose and held in accordance with the provisions of this Section 9 at which there are present in person or by proxy Series A or Series B Warrantholders entitled to acquire at least 20% two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire not less than two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants represented at the meeting and voted on the poll upon the resolution. (b) If, at any meeting called for the purpose of passing a Special Resolution, Warrantholders entitled to acquire 20% two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants are not present in person or by proxy within half an hour after the time appointed for the meeting, then the meeting, if convened by Series A or Series B Warrantholders, will be dissolved; but in any other case it will stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' ’ notice will be given of the time and place of the adjourned meeting in the manner provided in Subsection 12.2. The notice will state that at the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at the adjourned meeting and passed by the requisite vote as provided in Paragraph 9.14(a) will be a Special Resolution within the meaning of this Indenture notwithstanding that Series A or Series B Warrantholders entitled to acquire 20% two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants are not present in person or by proxy at the adjourned meeting. (c) Votes on a Special Resolution will always be given on a poll and no demand for a poll on a Special Resolution will be necessary. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "“Special Resolution" ” when used in this Indenture will include an instrument so signed.

Meaning of "Special Resolution. (a) The expression Special Resolution' when used in this Indenture means, subject as provided in this Subsection 9.14, a resolution proposed at a meeting of the Series A or Series B Warrantholders, as the case may be, Warrantholders duly convened for that purpose and held in accordance with the provisions of this Section 9 at which there are present in person or by proxy Series A or Series B Warrantholders entitled to acquire at least 20% two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire not less than two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants represented at the meeting and voted on the poll upon the resolution. (b) If, at any meeting called for the purpose of passing a Special Resolution, Warrantholders entitled to acquire 20% two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants are not present in person or by proxy within half an hour after the time appointed for the meeting, then the meeting, if convened by Series A or Series B Warrantholders, will be dissolved; but in any other case it will stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' notice will be given of the time and place of the adjourned meeting in the manner provided in Subsection 12.2. The notice will state that at the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at the adjourned meeting and passed by the requisite vote as provided in Paragraph 9.14(a) will be a Special Resolution within the meaning of this Indenture notwithstanding that Series A or Series B Warrantholders entitled to acquire 20% two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants are not present in person or by proxy at the adjourned meeting. (c) Votes on a Special Resolution will always be given on a poll and no demand for a poll on a Special Resolution will be necessary. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "Special Resolution" when used in this Indenture will include an instrument so signed.

Meaning of "Special Resolution. (a) The expression "Special Resolution' " when used in this Indenture means, subject as provided hereinafter in this Subsection 9.14Article provided, a resolution proposed to be passed as a special resolution at a meeting of the Series A or Series B Warrantholders, as the case may be, Unitholders (including an adjourned meeting) duly convened for that the purpose and held in accordance with the provisions of this Section 9 Article at which there two or more holders of at least 5% of the aggregate number of Trust Units and Special Voting Rights then outstanding are present in person or by proxy Series A or Series B Warrantholders entitled to acquire at least 20% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire the holders of not less than two-thirds 66⅔% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants Trust Units represented at the meeting and voted on the a poll upon such resolution. Notwithstanding Section or the resolution. (b) Ifprovisions of Section providing for the termination of the Trust by Special Resolution, if, at any meeting called for such meeting, the purpose holders of passing a Special Resolution, Warrantholders entitled to acquire 205% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then Trust Units and Special Voting Rights outstanding Series A or Series B Warrants are not present in person or represented by proxy within half an hour 30 minutes after the time appointed for the meeting, meeting then the meeting, if convened by Series A or Series B Warrantholderson the requisition of Unitholders, will shall be dissolved; but in any other case it will shall stand adjourned to such daydate, being not less than 15 or more than 60 days 21 later, and to such place and time as may be appointed by the chairman. Not less than 10 ten days' prior notice will shall be given of the time and place of the such adjourned meeting in the manner provided in Subsection 12.2Section . The Such notice will shall state that at the adjourned meeting the Series A or Series B Warrantholders Unitholders present in person or represented by proxy will shall form a quorum but it will shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting meeting, the Series A or Series B Warrantholders Unitholders present in person or represented by proxy will shall form a quorum and may transact the business for which the meeting was originally convened convened, and a resolution proposed at the such adjourned meeting and passed by the requisite vote as provided in Paragraph 9.14(a) will this Section shall be a Special Resolution within the meaning of this Indenture Indenture, notwithstanding that Series A or Series B Warrantholders entitled to acquire 20the holders of less than 5% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Trust Units then outstanding Series A are present or Series B Warrants are not present in person or represented by proxy at the such adjourned meeting. (c) . Votes on a Special Resolution will shall always be given on a poll and no demand for a poll on a Special Resolution will shall be necessary. No Special Resolution changing or amending any provision hereof relating to or affecting: (i) the Trustee, including the qualification, powers, authorities, appointment, removal or resignation thereof; or (ii) the provisions of , or , shall be effective prior to 60 days from the adoption thereof in accordance with the provisions hereof. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "Special Resolution" when used in this Indenture will include an instrument so signed.

Meaning of "Special Resolution. (a) The expression "Special Resolution' " when used in this Indenture means, subject as provided hereinafter in this Subsection 9.14Article provided, a resolution proposed to be passed as a special resolution at a meeting of the Series A or Series B Warrantholders, as the case may be, Unitholders (including an adjourned meeting) duly convened for that the purpose and held in accordance with the provisions of this Section 9 Article at which there two or more holders of at least 5% of the aggregate number of Trust Units and Special Voting Rights then outstanding are present in person or by proxy Series A or Series B Warrantholders entitled to acquire at least 20% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire the holders of not less than two-thirds 66?% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants Trust Units represented at the meeting and voted on the a poll upon such resolution. Notwithstanding Section 11.5 or the resolution. (b) Ifprovisions of Section 13.2 providing for the termination of the Trust by Special Resolution, if, at any meeting called for such meeting, the purpose holders of passing a Special Resolution, Warrantholders entitled to acquire 205% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then Trust Units and Special Voting Rights outstanding Series A or Series B Warrants are not present in person or represented by proxy within half an hour 30 minutes after the time appointed for the meeting, meeting then the meeting, if convened by Series A or Series B Warrantholderson the requisition of Unitholders, will shall be dissolved; but in any other case it will shall stand adjourned to such daydate, being not less than 15 or more than 60 days 21 later, and to such place and time as may be appointed by the chairman. Not less than 10 ten days' prior notice will shall be given of the time and place of the such adjourned meeting in the manner provided in Subsection 12.2Section 11.2. The Such notice will shall state that at the adjourned meeting the Series A or Series B Warrantholders Unitholders present in person or represented by proxy will shall form a quorum but it will shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting meeting, the Series A or Series B Warrantholders Unitholders present in person or represented by proxy will shall form a quorum and may transact the business for which the meeting was originally convened convened, and a resolution proposed at the such adjourned meeting and passed by the requisite vote as provided in Paragraph 9.14(a) will this Section 11.8 shall be a Special Resolution within the meaning of this Indenture Indenture, notwithstanding that Series A or Series B Warrantholders entitled to acquire 20the holders of less than 5% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Trust Units then outstanding Series A are present or Series B Warrants are not present in person or represented by proxy at the such adjourned meeting. (c) . Votes on a Special Resolution will shall always be given on a poll and no demand for a poll on a Special Resolution will shall be necessary. No Special Resolution changing or amending any provision hereof relating to or affecting: (i) the Trustee, including the qualification, powers, authorities, appointment, removal or resignation thereof; or (ii) the provisions of Article 10, Article 11 or Article 13, shall be effective prior to 60 days from the adoption thereof in accordance with the provisions hereof. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "Special Resolution" when used in this Indenture will include an instrument so signed.

Meaning of "Special Resolution. (a) The expression Special Resolution' "special resolution" when used in this Indenture Agreement means, subject as hereinafter provided in this Subsection Section 9.11 and in Section 9.14, a resolution proposed at a meeting of the Series A or Series B Warrantholders, as the case may be, Receiptholders duly convened for that purpose and held in accordance with the provisions of this Section Article 9 at which there two or more Receiptholders are present in person or by proxy Series A or Series B Warrantholders entitled to acquire at least 20proxy, representing not less in aggregate than 10% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Subscription Receipts then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire not less Receiptholders holding more than two-thirds 66⅔% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants outstanding Subscription Receipts represented at the meeting and voted on the a poll upon the such resolution. (b) IfNotwithstanding Subsection 9.11(a), if, at any meeting called for the purpose of passing a Special Resolutionspecial resolution, Warrantholders entitled to acquire 20at least two Receiptholders holding not less in aggregate than 10% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants Subscription Receipts are not present in person or by proxy within half an hour 30 minutes after the time appointed for the meeting, then the meeting, if convened by Series A Receiptholders or Series B Warrantholderson a Receiptholders' Request, will shall be dissolved; but in any other case it will shall stand adjourned to such day, being not less than 15 or 21 nor more than 60 days later, and to such place and time as may be appointed determined by the chairman. Not less than 10 days' prior notice will shall be given of the time and place of the such adjourned meeting in the manner provided for in Subsection Section 12.2. The Such notice will shall state that at the adjourned meeting the Series A or Series B Warrantholders Receiptholders present in person or by proxy will shall form a quorum but it will shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting meeting: (i) if the Series A special resolution purports to exercise any of the powers conferred pursuant to Subsections 9.10(a), 9.10(d), 9.10(i) or Series B Warrantholders 9.10(j) or purports to change the provisions of this Section 9.11 or of Section 9.14 or purports to amend, alter or repeal any special resolution previously passed or sanctioned by the Receiptholders in exercise of the powers referred to in this paragraph, a quorum for the transaction of business shall consist of Receiptholders holding more than 10% of the then outstanding Subscription Receipts present in person or by proxy will form proxy; and (ii) in any other case, a quorum and may transact for the transaction of business for which the meeting was originally convened and a shall consist of such Receiptholders as are present in person or by proxy. (c) At any such adjourned meeting, any resolution proposed at the adjourned meeting and passed by the requisite vote votes as provided in Paragraph 9.14(aSubsection 9.11(a) will shall be a Special Resolution special resolution within the meaning of this Indenture Agreement notwithstanding that Series A or Series B Warrantholders entitled to acquire 20Receiptholders holding more than 10% of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants Subscription Receipts are not present in person or by proxy at the such adjourned meeting. (cd) Votes on a Special Resolution will special resolution shall always be given on a poll and no demand for a poll on a Special Resolution will special resolution shall be necessary. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "Special Resolution" when used in this Indenture will include an instrument so signed.

Meaning of "Special Resolution. (a) The expression "Special Resolution' " when used in this Indenture means, subject as provided in this Subsection Section 9.14, a resolution proposed at a meeting of the Series A or Series B Warrantholders, as the case may be, Warrantholders duly convened for that purpose and held in accordance with the provisions of this Section Article 9 at which there are present in person or represented by proxy Series A Warrantholders holding or Series B Warrantholders entitled to acquire representing at least 2010% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Warrants then outstanding Series A or Series B Warrants and passed by the affirmative votes of Series A or Series B Warrantholders entitled to acquire holding not less than two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the Series A or Series B Warrants represented at the meeting and voted on the poll upon the resolution. (b) If, at any meeting called for the purpose of passing a Special Resolution, Warrantholders entitled to acquire 20holding at least 10% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Warrants then outstanding Series A or Series B Warrants are not present in person or represented by proxy within half an hour after the time appointed for the meeting, then the meeting, if convened by Series A or Series B Warrantholders, will be dissolved; but in any other case it will stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' notice will be given of the time and place of the adjourned meeting in the manner provided in Subsection Section 12.2. The notice will state that at the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Series A or Series B Warrantholders present in person or by proxy will form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at the adjourned meeting and passed by the requisite vote as provided in Paragraph Subsection 9.14(a) will be a Special Resolution within the meaning of this Indenture notwithstanding that Series A or Series B Warrantholders entitled to acquire 20holding at least 10% of the aggregate number of Warrant Shares that can be acquired pursuant to all the Warrants then outstanding Series A or Series B Warrants are not present in person or by proxy at the adjourned meeting. (c) Votes on a Special Resolution will always be given on a poll and no demand for a poll on a Special Resolution will be necessary. (d) All actions that may be taken and all powers that may be exercised by the Series A or Series B Warrantholders at a meeting held as provided above in this Section Article 9 may also be taken and exercised by Series A or Series B Warrantholders entitled to acquire holding at least two-thirds of the aggregate number of Warrant Shares that can be acquired pursuant to all the Warrants then outstanding Series A or Series B Warrants by an instrument in writing signed in one or more counterparts by Series A or Series B Warrantholders in person or by attorney duly appointed in writing and the expression "Special Resolution" when used in this Indenture will include an instrument so signed.