Common use of Powers Exercisable by Extraordinary Resolution Clause in Contracts

Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution: to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise; to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders; to direct or to authorize the Warrant Agent, subject to Section 9.2(b), to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right; to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution; to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders; to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith; to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and 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 Corporation.

Powers Exercisable by Extraordinary Resolution. In addition to all other the powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to of the provisions of Section 7.11, Debentureholders shall have the power following powers exercisable from time to time by Extraordinary Resolution: Resolution (subject in the case of the matters in paragraphs (a)– (d) and (l) to agree the prior approval of the CSE (or such other recognized stock exchange on which the Common Shares are listed for trading): power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders the Debentureholders or the Warrant Agent in Trustee (with its capacity as warrant agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation Corporation, or against its property, whether such rights arise under this Indenture or otherwisethe Debentures or any other Indenture Document; power to amendassent to any modification of or change in or addition to or omission from the provisions contained in this Indenture, alter any Debenture or repeal any Extraordinary Resolution previously passed or sanctioned Indenture Document which shall be agreed to by the Registered WarrantholdersCorporation and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; power to direct or to authorize the Warrant AgentTrustee to exercise any power, subject right, remedy or authority given to Section 9.2(b), to enforce any of the covenants on the part of the Corporation contained in it by this Indenture or to enforce any of the rights of the Registered Warrantholders other Indenture Document in any manner specified in any such Extraordinary Resolution or to refrain from enforcing exercising any such covenant power, right, remedy or rightauthority; power to waive, and to direct the Warrant Agent Trustee to waive, any default on hereunder and/or cancel any declaration made by the part of the Corporation in complying with any provisions of this Indenture Trustee pursuant to Section 8.1 either unconditionally or upon any conditions condition specified in such Extraordinary Resolution; power to restrain any Registered Warrantholder Debentureholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any of the covenants on the part of the Corporation in this Indenture trust or to enforce any of the rights of the Registered Warrantholderspower hereunder; power to direct any Registered Warrantholder Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder Debentureholder in connection therewith; to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and 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 Corporation; power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; power to remove the Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(a); and power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 11.11(i).

Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, shall have the power power, exercisable from time to time by Extraordinary Resolutionextraordinary resolution: to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or and/or the Warrant Agent in its capacity as warrant agent Warrant Agent hereunder (subject to the Warrant Agent's prior consent, acting reasonablyapproval) or on behalf of the Registered Warrantholders against the Corporation Company, whether such rights arise under this Indenture or the Warrants or otherwise; to amend, alter modify or repeal any Extraordinary Resolution extraordinary resolution previously passed or sanctioned by the Registered Warrantholders; to direct or to authorize the Warrant Agent, Agent (subject to Section 9.2(b), the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Corporation Company contained in this Indenture or the Warrants or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution extraordinary resolution or to refrain from enforcing any such covenant or right; to waive, authorize and to direct the Warrant Agent to waive, waive any default on the part of the Corporation Company in complying with any provisions of this Indenture or the Warrants either unconditionally or upon any conditions specified in such Extraordinary Resolutionextraordinary resolution; to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation Company for the enforcement of any of the covenants on the part of the Corporation Company contained in this Indenture or the Warrants or to enforce any of the rights of the Registered Warrantholders; to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same any such suit, action or proceeding, upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith; to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the CorporationCompany, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; and with the consent of the CorporationCompany, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and to assent to any compromise or arrangement with any creditor or creditors or any class or classes . Meaning of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation."Extraordinary Resolution"

Powers Exercisable by Extraordinary Resolution. In Subject to any required stock exchange approval, in addition to all other powers conferred upon on them by any the other provisions of this Indenture Agreement or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, shall have the power power, exercisable from time to time by Extraordinary Resolution: Resolution (as defined below): (i) to agree to approve or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the rights Warrantholders or, with the reasonable consent of Registered Warrantholders or the Warrant Agent, of the Warrant Agent in its capacity as warrant agent Warrant Agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation Company, whether such rights arise right arises under this Indenture Agreement or otherwise, which may be agreed to by the Company, and to authorize the Warrant Agent to concur in and execute any agreement supplemental hereto in connection therewith; (ii) to amend, alter or repeal any Extraordinary Resolution (as defined below) previously passed or sanctioned by the Registered Warrantholderspassed; (iii) subject to direct or arrangements as to authorize financing and indemnity satisfactory to the Warrant Agent, subject to Section 9.2(b), direct or authorize the Warrant Agent to enforce any obligation of the covenants on the part of the Corporation contained in Company under this Indenture Agreement or to enforce any right of the rights of the Registered Warrantholders in any manner specified in such the Extraordinary Resolution (as defined below); (iv) to direct or authorize the Warrant Agent to refrain from enforcing any such covenant obligation or rightright referred to in clause (c) of this Section 7.6; (v) to waivewaive and direct the Warrant Agent to waive any default by the Company in complying with any provision of this Agreement, either unconditionally or on any condition specified in the Extraordinary Resolution (as defined below); (vi) to appoint a committee with power and authority to exercise, and to direct the Warrant Agent to waiveexercise, any default on the part behalf of the Corporation in complying with any provisions Warrantholders, such of this Indenture either unconditionally or upon any conditions specified in such the powers of the Warrantholders as are exercisable by Extraordinary ResolutionResolution (as defined below); (vii) to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation Company for the enforcement of any obligation of the covenants on the part of the Corporation in Company under this Indenture Agreement or to enforce any right of the rights of the Registered Warrantholders; (viii) to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding proceeding, to stay or to discontinue or otherwise to deal with the same upon therewith on payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder him, her or it in connection therewith; (ix) to assent to approve any change in or omission from the provisions contained in the Warrant Certificates and this Indenture Agreement or any ancillary or supplemental instrument which may be agreed to by the CorporationCompany, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture agreement embodying the change or omission; with the consent of the Corporation, such consent not (x) to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and to assent to approve any compromise or arrangement made by the Company with any creditor all or substantially all of its creditors or any class or classes of creditors, whether secured or otherwise, and with all or substantially all of the holders of any shares or other securities of the Corporation.Company; and (xi) from time to time and at any time to remove the Warrant Agent and appoint a successor Warrant Agent. (s) Meaning of “Extraordinary Resolution” . The expression “Extraordinary Resolution” when used in this Agreement means, subject to the provisions of this Section 7.6 and of Subsections 7.6(aa) and 7.6(bb) hereof, a motion proposed at a meeting of Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article VII at which there are present in person or by proxy Warrantholders holding in the aggregate more than 25% of the total number of Series B Warrants then outstanding and passed by the affirmative votes of Warrantholders who hold in the aggregate not less than 66 2/3% of the total number of Series B Warrants represented at the meeting and voted on the motion. 14 (t) Quorum for “Extraordinary Resolution”. If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Subsection 7.6(s) hereof is not present within 30 minutes after the time appointed for the meeting, the meeting shall stand adjourned to such day, being not less than five (5) Business Days or more than ten (10) Business Days later, and to such location and time, as is appointed by the chairman. (u)

Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, shall have the power power, exercisable from time to time by Extraordinary Resolutionextraordinary resolution: to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or and/or the Warrant Agent in its capacity as warrant agent Warrant Agent hereunder (subject to the Warrant Agent's prior consent, acting reasonablyapproval) or on behalf of the Registered Warrantholders against the Corporation Company, whether such rights arise under this Indenture or the Warrants or otherwise; to amend, alter modify or repeal any Extraordinary Resolution extraordinary resolution previously passed or sanctioned by the Registered Warrantholders; to direct or to authorize the Warrant Agent, Agent (subject to Section 9.2(b), the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Corporation Company contained in this Indenture or the Warrants or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution extraordinary resolution or to refrain from enforcing any such covenant or right; to waive, authorize and to direct the Warrant Agent to waive, waive any default on the part of the Corporation Company in complying with any provisions of this Indenture or the Warrants either unconditionally or upon any conditions specified in such Extraordinary Resolutionextraordinary resolution; to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation Company for the enforcement of any of the covenants on the part of the Corporation Company contained in this Indenture or the Warrants or to enforce any of the rights of the Registered Warrantholders; to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same any such suit, action or proceeding, upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith; to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the CorporationCompany, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; and with the consent of the CorporationCompany, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and 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 Corporation.

Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of stated in this Indenture or to be exercisable by lawExtraordinary Resolution, a meeting of the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, Noteholders shall have the power following powers exercisable from time to time by Extraordinary Resolution: power to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or Noteholders, the Warrant Agent holders of any interest in its capacity as warrant agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of Notes and/or the Registered Warrantholders Trustee against the Corporation (whether such rights arise under this Indenture or the Notes or otherwise; to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned ) which shall be agreed by the Registered WarrantholdersCorporation provided that where such amendment affects the rights and duties of the Trustee, before such amendment can become effective, the Trustee must consent to such amendment; power to direct or to authorize the Warrant AgentTrustee to exercise any power, subject right, remedy or authority given to Section 9.2(b)it by this Indenture, to enforce any of the covenants on the part of the Corporation contained in this Indenture Notes or to enforce any of the rights of the Registered Warrantholders otherwise in any manner specified in such Extraordinary Resolution or to refrain from enforcing exercising any such covenant power, right, remedy or rightauthority; power to waive, waive and to direct the Warrant Agent Trustee to waive, waive any default on the part of the Corporation in complying with any provisions provision of this Indenture or the Notes and/or to annul and to direct the Trustee to annul any declaration in respect of such default made by the Trustee pursuant to section 5.03, either unconditionally or upon any conditions specified in such Extraordinary Resolution; power, with the approval of the Corporation, to sanction the exchange of Notes for, or the conversion of Notes into, shares, bonds, debentures, notes or any other securities or obligations of the Corporation or any other Person; power to assent to any modification of or change in or omission from the provisions contained herein or in any deed or instrument supplemental hereto which shall be agreed to by the Corporation and the Guarantor and to authorize the Trustee to concur in and execute any deed or instrument supplemental hereto embodying such modification, change or omission; power to restrain any Registered Warrantholder Noteholders and the holders of any interest in the Notes from taking or instituting any suit, action or proceeding against for the purpose of enforcing payment by the Corporation of principal or interest or for the enforcement execution of any trust or power hereunder or for the appointment of the covenants on the part of the Corporation a liquidator or a receiver or a trustee in this Indenture bankruptcy or to enforce for any of the rights of the Registered Warrantholdersother remedy hereunder; power to direct any Registered Warrantholder Noteholder or holder of any interest in the Notes who, as such, has brought any suit, action or proceeding proceeding, to stay or to discontinue or otherwise to deal with the same same, upon payment payment, if the taking of such suit, action or proceeding shall have been permitted by section 5.06, of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder Noteholder or holder of any interest in the Notes in connection therewith; power to assent to sanction any change scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other corporation or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in or omission from respect of any such transaction if the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omissionof section 7.01 shall have been complied with; with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and 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 Corporation; power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Noteholders; and power to appoint and remove a committee to consult with the Trustee and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Registered Noteholders could exercise by Extraordinary Resolution under the foregoing clauses (2), (3), (6) and (7); the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of Persons as shall be prescribed in the Extraordinary Resolution appointing and the members need not be themselves Registered Noteholders; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater; and all acts of any such committee within the authority delegated to it shall be binding upon all Registered Noteholders. Neither such committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken in good faith.

Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, shall have the power power, exercisable from time to time by Extraordinary Resolution, subject to applicable law and any regulatory approval: to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or (with the consent of the Warrant Agent, such consent not to be unreasonably withheld) the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation Company whether such rights arise under this Indenture Indenture, the Warrant Certificate or otherwise, provided that following such action the rights of the Warrantholders or any individual Warrantholder shall not exceed the rights of the Warrantholders hereunder, or otherwise result in an increase of the obligations and liabilities of the Company hereunder; to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders; to direct or to authorize the Warrant Agent, subject to Section 9.2(bits prior indemnification pursuant to subsection 11.1(2), to enforce any of the covenants on the part of the Corporation Company contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right; to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation Company in complying with any provisions of this Indenture or the Warrant Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolution; to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation Company for the enforcement of any of the covenants on the part of the Corporation Company contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Registered Warrantholders; to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith; to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent and appoint a successor warrant agent in the manner specified in section 11.7 hereof. Meaning of Extraordinary Resolution The expression "Extraordinary Resolution" when used in this Indenture means, subject as hereinafter provided in this Section 9.11 and in Section 9.14, a resolution (i) passed at a meeting of the holders of Warrants duly convened for that purpose and held in accordance with the provisions of this Article 9 at which there are holders of Warrants present in person or its successor represented by proxy representing at least 25% of the aggregate number of all the then outstanding Warrants and passed by the affirmative vote of Warrantholders representing not less than 66 2/3% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in office writing signed by the holders of Warrants representing not less than 66 2/3% percent of the aggregate number of all the then outstanding Warrants. If, at any meeting called for the purpose of passing an Extraordinary Resolution, Warrantholders holding at least 25% of the aggregate number of all the then outstanding Warrants are not present in person or by proxy within thirty (30) minutes after the time appointed for the meeting then the meeting, if convened 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 ten (10) Business Days later, and to appoint a new warrant agent or warrant agents to take such place and time as may be appointed by the chairman. Not less than three (3) days' prior notice shall be given of the time and place of such adjourned meeting in the Warrant Agent so removed; and manner provided for in 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 assent to any compromise or arrangement with any creditor or creditors set forth the purposes for which the meeting was originally called or any class other particulars. At the adjourned meeting the Warrantholders present in person or classes by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 9.11(1) shall be an Extraordinary Resolution within the meaning of creditors, whether secured this Indenture notwithstanding that Warrantholders representing at least 25% of all the then outstanding Warrants are not present in person or otherwise, by proxy at such adjourned meeting. Votes on an Extraordinary Resolution shall always be given on a poll and with holders of any shares or other securities of the Corporationno demand for a poll on an Extraordinary Resolution shall be necessary.

Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power power, exercisable from time to time by Extraordinary Resolutionextraordinary resolution: (a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or or, subject to the consent of the Warrant Agent, the Warrant Agent in its capacity as warrant agent Warrant Agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of the Registered Warrantholders against Warrantholders, in each case which may be agreed to by the Corporation Corporation, whether such rights arise under this Indenture or the Warrant Certificates or otherwise; (b) to amend, alter or repeal any Extraordinary Resolution extraordinary resolution previously passed or sanctioned by the Registered Warrantholders; (c) to direct or to authorize the Warrant Agent, subject to Section 9.2(b), Agent to enforce any of the covenants on the part of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution extraordinary resolution or to refrain from enforcing any such covenant or right; (d) to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture or the Warrant Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolutionextraordinary resolution; (e) to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or the Warrant Certificates or to enforce any of the rights of the Registered Warrantholders; (f) to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith; (g) to assent to any change in or omission from the provisions contained in the Warrant Certificates or this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; (h) with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and (i) 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 Corporation.