Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture or by law, the Warrantholders at a meeting shall have the power, exercisable from time to time by special resolution:
(a) to agree with the Company to any modification, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Warrantholders against the Company, whether such rights arise under this indenture or the Warrants or otherwise;
(b) to amend or repeal any special resolution previously passed or sanctioned by the Warrantholders;
(c) to direct or authorize the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company contained in this indenture or the Warrants or to enforce any of the rights of the Warrantholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right;
(d) to waive, authorize and direct the Warrant Agent to waive any default on the part of the Company in complying with any provisions of this indenture or the Warrants either unconditionally or upon any conditions specified in such special resolution;
(e) to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any of the covenants on the part of the Company contained in this indenture or the Warrants or to enforce any of the rights of the Warrantholders; and
(f) to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or discontinue or otherwise deal with any such suit, action or proceeding, upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith.
Powers Exercisable by Special Resolution. Subject to Section 8.18, in addition to those powers which are only exercisable by Special Resolution as provided elsewhere in this Agreement, the following powers will only be exercisable by Special Resolution passed by the Partners entitled to vote at the meeting (including the affirmative vote of the General Partners with respect to Subsections 8.17(e), 8.17(f), 8.17(g) and 8.17(h)):
(a) removing the REIT GP where the REIT GP has committed a material breach of this Agreement, which breach has continued for 30 days after notice and, if such removal would result in the Partnership having no general partner, electing a New General Partner as provided in Subsection 6.18(c);
(b) the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, whether in a single transaction or a series of related transactions, except in conjunction with an internal reorganization;
(c) waiving any default, other than in respect of any insolvency, receivership or bankruptcy of the Partnership, on the part of the REIT GP or NWVP GP, as applicable, on those terms as the Limited Partners may determine and releasing the REIT GP or NWVP GP, as applicable, from any claims in respect thereof;
(d) amending, modifying, altering or repealing any Special Resolution previously passed by Unitholders;
(e) amending this Agreement pursuant to Section 10.1 in accordance with the provisions of this Agreement;
(f) a merger or consolidation involving the Partnership, except for a merger or consolidation involving only the Partnership and its affiliates;
(g) a consolidation, subdivision or reclassification of the LP Units or of any class of LP Units;
(h) electing the chairperson of a meeting of Partners as provided in Section 8.12;
(i) continuing the Partnership if the Partnership is terminated by operation of law;
(j) requiring a General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner;
(k) adding to, changing or removing any right, privilege, restriction or condition attaching to the LP Units which may reasonably be considered materially adverse to the holders of the LP Units; and
(l) consenting to any judgement entered in a court of competent jurisdiction against the Partnership.
Powers Exercisable by Special Resolution. The Partners may by Special Resolution:
(a) amend this Agreement pursuant to Section 13.2;
(b) make an election under subsection 98(3) or under any other section or subsection of the Tax Act and under any analogous provincial legislation in connection with the dissolution of the Partnership;
(c) approve or disapprove the sale or exchange of all or substantially all the property and assets of the Partnership; or
(d) amend or rescind any Special Resolution.
Powers Exercisable by Special Resolution. Subject always to paragraph 9.3 of this section 5, in addition to any other powers they may have, the Noteholders may by Special Resolution:
8.1 sanction any proposals from the Issuer for any modification, variation, abrogation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer, whether such rights arise under the Instrument or otherwise;
8.2 sanction any scheme or proposal from the Issuer for the sale or exchange of the Notes for, or the conversion of the Notes into, cash or shares, stock, debentures, debenture stock or other obligations or securities of the Issuer or any other company formed or to be formed, and for the appointment of a person with power on behalf of the Noteholders to execute an instrument of transfer of the Notes held by them in favour of the person to or with whom the Notes are to be sold or exchanged (as the case may be);
8.3 consent to any modification, amendment or abrogation of any of the provisions contained in the Instrument or the Conditions which is proposed by the Issuer and authorise the Issuer to execute an instrument supplemental to this Instrument embodying any such modification, amendment or abrogation; and
8.4 give any authority or sanction which under the provisions of the Instrument or the Conditions is required to be given by Special Resolution.
Powers Exercisable by Special Resolution. The following powers shall only be exercisable by Special Resolution passed by the Limited Partners:
(a) dissolving the Partnership, except as otherwise provided for under Sections 14.1(b) and (c);
(b) removing the Partnership GP in accordance with Section 9.13;
(c) waiving any default on the part of the Partnership GP on such terms as the Limited Partners may determine;
(d) amending, modifying, altering or repealing any Special Resolution previously passed by the Limited Partners;
(e) requiring the Partnership GP on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner;
(f) any amendment to the provisions of this Agreement dealing with amendments to this Agreement;
(g) any exchange, reclassification or cancellation (except as provided in Section 3.20) of all or part of the Units;
(h) the addition, change or removal of the rights, privileges, restrictions or conditions attached to the Units, including:
(i) the removal or change of rights to distributions;
(ii) the addition or removal of or change to conversion privileges, options, voting, transfer or pre-emptive rights; or
Powers Exercisable by Special Resolution. The following powers of Xxxxxx LP will only be exercisable by a Special Resolution:
(a) termination of Willow LP;
(b) a change in the nature of the business of Willow LP or otherwise engaging Willow LP in other business or activities that are not incidental to the business of Willow LP;
(c) waiving any default on the part of the General Partner on such terms as the Limited Partners may determine;
(d) any amendment to this Agreement that in the opinion of the General Partner, acting reasonably, is materially adverse to Limited Partners;
(e) amending, modifying, altering or repealing this Section 10.14 or any Special Resolution previously passed by the Limited Partners;
(f) requiring the General Partner on behalf of Willow LP to enforce any obligation or covenant on the part of any Limited Partner;
(g) appointing a new Auditor of Willow LP to replace the Auditor in accordance with Section 9.5; and
(h) appointing a Person as the new general partner of Willow LP upon the deemed resignation or removal of the then general partner under Section 8.13 or the resignation of the General Partner under Section 8.12 of the then general partner of Willow LP.
Powers Exercisable by Special Resolution. The Ordinary Partners may by Special Resolution:
(a) amend this Agreement pursuant to Section 13.2;
(b) approve or disapprove the sale or exchange of all or substantially all of the property and assets of the Partnership;
Powers Exercisable by Special Resolution. In addition to all other powers conferred upon Limited Partners by this Agreement, Limited Partners may, by Special Resolution:
(a) remove the General Partner or a successor General Partner in accordance with Article IX hereof;
(b) admit a person as a General Partner in place of a General Partner removed in accordance with 11.15(a) hereof;
(c) waive any default on the part of the General Partner and release the General Partner from any claims in respect thereof;
(d) continue the Partnership if the Partnership is terminated by operation of law or this Agreement;
(e) dissolve the Partnership in accordance with the provisions of this Agreement;
(f) agree to any compromise or arrangement by the Partnership with any creditors or with the holders of any shares or securities of the General Partner;
(g) require the General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partners;
(h) amend, modify, alter or repeal any Special Resolution previously passed by the Limited Partners; and
(i) amend this Agreement in accordance with Article XV hereof. Such powers shall be several and cumulative and each power shall be construed as complete in itself and not by reference to any other power. There shall be no limit on the number of times each power may be exercised.
Powers Exercisable by Special Resolution. The following powers shall only be exercisable by Special Resolution passed by the Limited Partners:
(a) the removal of a general partner as provided in Section 4.5;
(b) approving a settlement of an action against the General Partner as a result of a breach of its duties;
(c) amending, modifying, altering or repealing any Special Resolution previously passed by the Limited Partners; and
(d) subject to Section 3.8, consenting to any amendment to this Agreement.
Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by this Agreement, the Partners may by Special Resolution:
(a) admit a new General Partner to the Partnership in anticipation of the bankruptcy, insolvency, dissolution, liquidation or winding-up of the General Partner, such admission to become effective only upon the actual bankruptcy, insolvency, dissolution, liquidation or winding up of the General Partner;
(b) waive any default on the part of the General Partner on such terms as they may determine and release the General Partner from any claims in respect thereof;
(c) continue the Partnership if the Partnership is terminated by operation of law;
(d) agree to any compromise or arrangement by the Partnership with any creditor or creditors, or class or classes of creditors, or with the holders of any shares or securities of the General Partner;
(e) require the General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of the General Partner or any Limited Partner;
(f) subdivide the Class A Units;
(g) amend, modify, alter or repeal any Special Resolution; and
(h) dissolve the Partnership.
