Common use of Powers Exercisable by Majority Resolution Clause in Contracts

Powers Exercisable by Majority Resolution. In addition to all other powers conferred on them by the other provisions of this Indenture or by law, the Subscription Receiptholders at a meeting will have the power, exercisable from time to time by Majority Resolution: (a) to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the Subscription Receiptholders or, with the reasonable consent of the Subscription Receipt Agent, of the Subscription Receipt Agent in its capacity as custodian, agent and bailee hereunder or on behalf of the Subscription Receiptholders against the Company, whether such right arises under this Indenture or otherwise, which shall be agreed to by the Company, and to authorize the Subscription Receipt Agent to concur in and execute any indenture supplemental hereto in connection therewith; (b) to amend, supplement or otherwise modify, with the Company’s consent, this Indenture and the Subscription Receipts (including the Subscription Receipt Certificates); (c) to amend, alter or repeal any Majority Resolution previously passed; (d) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or authorize the Subscription Receipt Agent to enforce any obligation of the Company under this Indenture or to enforce any right of the Subscription Receiptholders in any manner specified in the Majority Resolution; (e) to direct or authorize the Subscription Receipt Agent to refrain from enforcing any obligation or right referred to in Section 8.11; (f) to waive and direct the Subscription Receipt Agent to waive any default by the Company in complying with any provision of this Indenture or the Subscription Receipt Certificates, either unconditionally or on any condition specified in the Majority Resolution; (g) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Majority Resolution; (h) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any obligation of the Company under this Indenture or to enforce any right of the Subscription Receiptholders; (i) to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by it in connection therewith; (j) to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Indenture or any ancillary or supplemental instrument which may be agreed to by the Company, and to authorize the Subscription Receiptholders to concur in and execute any ancillary or supplemental indenture embodying the change or omission; (k) 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 Company; (l) from time to time and at any time, with the consent of the Company which shall not be unreasonably withheld, to remove the Subscription Receipt Agent and appoint a successor agent or trustee; and (m) in the event the Release Conditions have not been satisfied or waived, or will not be satisfied or waived, on or prior to the Escrow End Date, to extend the Escrow End Date and to authorize the Subscription Receipt Agent to concur in and execute any indenture supplemental hereto in connection therewith.

Powers Exercisable by Majority Resolution. 10.11.1 In addition to all other the powers conferred on upon them by the Section 7.3 or any other provisions of this Indenture or by law, the Subscription Receiptholders at but subject to Section 10.11.2 and Section 10.17, a meeting will of the Bond holders shall have the power, following powers exercisable from time to time by Majority Resolutionmajority resolution subject to receipt of the prior approval of regulatory authority as applicable: (a) power to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right the rights of the Subscription Receiptholders or, with Bond holders and/or the reasonable consent of the Subscription Receipt Agent, of the Subscription Receipt Agent in its capacity as custodian, agent and bailee hereunder or on behalf of the Subscription Receiptholders Trustee against the Company, or against its property, whether such right arises rights arise under this Indenture or the Bonds or otherwise, ; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Company, Company and to authorize the Subscription Receipt Agent Trustee to concur in and execute any indenture Indenture supplemental hereto in connection therewith; (b) to amendembodying any modification, supplement change, addition or otherwise modify, with the Company’s consent, this Indenture and the Subscription Receipts (including the Subscription Receipt Certificates)omission; (c) power to amendsanction any scheme for the reconstruction, alter reorganization or repeal recapitalization of the Company or for the consolidation, amalgamation or merger of the Company with any Majority Resolution previously passedother Person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 9.1 shall have been complied with; (d) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, power to direct or authorize the Subscription Receipt Agent Trustee to enforce exercise any obligation of the Company under power, right, remedy or authority given to it by this Indenture or to enforce any right of the Subscription Receiptholders in any manner specified in the Majority Resolutionany such majority resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive and direct the Trustee to waive any default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 7.1 either unconditionally or authorize the Subscription Receipt Agent to refrain from enforcing upon any obligation or right referred to condition specified in Section 8.11such majority resolution; (f) to waive and direct the Subscription Receipt Agent to waive any default by the Company in complying with any provision of this Indenture or the Subscription Receipt Certificates, either unconditionally or on any condition specified in the Majority Resolution; (g) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Majority Resolution; (h) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any obligation of the Company under this Indenture or to enforce any right of the Subscription Receiptholders; (i) to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by it in connection therewith; (j) to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Indenture or any ancillary or supplemental instrument which may be agreed to by the Company, and to authorize the Subscription Receiptholders to concur in and execute any ancillary or supplemental indenture embodying the change or omission; (k) 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 Company; (lg) 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 Bond holders, such of the powers of the Bond holders as are exercisable by majority 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 of 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 Bond holders. 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 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 Bond holders. Neither the committee nor any member thereof shall be liable for any loss arising from time or in connection with any action taken or omitted to time be taken by them in good faith; (h) power to remove the Trustee from office and at any timeto appoint a new Trustee or Trustees to take the place of the Trustee so removed provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (i) power to sanction the exchange of the Bonds for or the conversion thereof into shares, with the consent bonds, Bonds or other obligations of the Company which shall not or of any other Person formed or to be unreasonably withheld, formed; (j) power to remove authorize the Subscription Receipt Agent and appoint distribution in specie of any shares or securities received pursuant to a successor agent or trusteetransaction authorized under the provisions of paragraph 10.11.1(i); and (mk) power to amend, alter or repeal any majority resolution previously passed or sanctioned by the Bond holders or by any committee appointed pursuant to paragraph 10.11.1(g). Notwithstanding the foregoing provisions of this Section 10.11.1, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which in the event opinion of Counsel could reasonably be expected to detrimentally affect the Release Conditions have not been satisfied rights, remedies or waived, or will not be satisfied or waived, on or prior to recourse of the Escrow End Date, to extend priority of the Escrow End Date and to authorize the Subscription Receipt Agent to concur in and execute holders of any indenture supplemental hereto in connection therewithSenior Indebtedness.

Powers Exercisable by Majority Resolution. 10.11.1 In addition to all other the powers conferred on upon them by the Section 7.3 or any other provisions of this Indenture or by law, the Subscription Receiptholders at but subject to Section 10.11.2 and Section 10.17, a meeting will of the Bond holders shall have the power, following powers exercisable from time to time by Majority Resolutionmajority resolution subject to receipt of the prior approval of regulatory authority as applicable: (a) power to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right the rights of the Subscription Receiptholders or, with Bond holders and/or the reasonable consent of the Subscription Receipt Agent, of the Subscription Receipt Agent in its capacity as custodian, agent and bailee hereunder or on behalf of the Subscription Receiptholders Trustee against the Company, or against its property, whether such right arises rights arise under this Indenture or the Bonds or otherwise, ; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Company, Company and to authorize the Subscription Receipt Agent Trustee to concur in and execute any indenture Indenture supplemental hereto in connection therewith; (b) to amendembodying any modification, supplement change, addition or otherwise modify, with the Company’s consent, this Indenture and the Subscription Receipts (including the Subscription Receipt Certificates)omission; (c) power to amendsanction any scheme for the reconstruction, alter reorganization or repeal recapitalization of the Company or for the consolidation, amalgamation or merger of the Company with any Majority Resolution previously passedother Person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 9.1 shall have been complied with; (d) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, power to direct or authorize the Subscription Receipt Agent Trustee to enforce exercise any obligation of the Company under power, right, remedy or authority given to it by this Indenture or to enforce any right of the Subscription Receiptholders in any manner specified in the Majority Resolutionany such majority resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive and direct the Trustee to waive any default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 7.1 either unconditionally or authorize the Subscription Receipt Agent to refrain from enforcing upon any obligation or right referred to condition specified in Section 8.11such majority resolution; (f) to waive and direct the Subscription Receipt Agent to waive any default by the Company in complying with any provision of this Indenture or the Subscription Receipt Certificates, either unconditionally or on any condition specified in the Majority Resolution; (g) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Majority Resolution; (h) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any obligation of the Company under this Indenture or to enforce any right of the Subscription Receiptholders; (i) to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by it in connection therewith; (j) to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Indenture or any ancillary or supplemental instrument which may be agreed to by the Company, and to authorize the Subscription Receiptholders to concur in and execute any ancillary or supplemental indenture embodying the change or omission; (k) 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 Company; (lg) 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 Bond holders, such of the powers of the Bond holders as are exercisable by majority 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 of 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 Bond holders. 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 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 Bond holders. 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; (h) power to remove the Trustee from office and to appoint a new Trustee or Trustees to take the place of the Trustee so removed provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (i) power to sanction the exchange of the Bonds for or the conversion thereof into shares, bonds, Bonds or other obligations of the Company or of any other Person formed or to be formed; (j) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of paragraph 10.11.1(I); and (k) power to amend, alter or repeal any majority resolution previously passed or sanctioned by the Bond holders or by any committee appointed pursuant to paragraph 10.11.1(g). Notwithstanding the foregoing provisions of this Section 10.11.1, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which in the opinion of Counsel could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the holders of any Senior Indebtedness. 10.11.2 Notwithstanding Section 10.11.1, without the consent of each Bond holder affected, an amendment, modification or supplement to this Indenture or the Bonds may not: (a) reduce the threshold amount of Bonds whose holders must consent to any amendment or waiver under this Indenture or modify the provisions relating to such amendment or waiver; (b) reduce the Interest Rate or extend the time to time and at for payment of interest on any timeBonds; (c) reduce the Redemption Price or Conversion Price (except, with respect to the Conversion Price, as otherwise permitted by this Indenture) of any Bond or extend the date by which the Company is required to deliver Common Shares issuable on conversion or the date on which the Redemption Price of any Bond is payable; (d) make any change in Section 7.3 or this Section 10.11.2, except to increase any percentage set forth therein; (e) make any change that adversely affects the right of any holder to convert any Bond (except as such right is otherwise limited by this Indenture); (f) impair the right to institute suit for the enforcement of any payment with respect to, or conversion of, the Bonds; or (g) make any change that would result in the Company being required to make any deduction or withholding from payments made in respect of the Bonds. It shall not be necessary for the consent of the Company which holders under this Section 10.11.2 to approve the particular form of any proposed amendment, but it shall not be unreasonably withheld, to remove sufficient if such consent approves the Subscription Receipt Agent and appoint a successor agent or trustee; and (m) in the event the Release Conditions have not been satisfied or waived, or will not be satisfied or waived, on or prior to the Escrow End Date, to extend the Escrow End Date and to authorize the Subscription Receipt Agent to concur in and execute any indenture supplemental hereto in connection therewithsubstance thereof.