Common use of Powers Exercisable by Special Resolution Clause in Contracts

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. In addition to all other powers conferred upon on them by any the other provisions of this indenture Indenture or by law, the Warrantholders at a meeting shall will have the powerfollowing powers, exercisable from time to time by special resolutionSpecial Resolution: (a) to agree with the Company to any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or or the Warrant Agent Trustee in its that capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Warrantholders against the Company, Company whether such the rights arise under this indenture or the Warrants Indenture or otherwise; (b) to amend agree to any change in or repeal omission from the provisions of the Warrant Certificate and this Indenture or any special resolution previously passed ancillary or sanctioned supplemental instrument which may be agreed to by the WarrantholdersCompany, and to authorize the Trustee to concur in and execute any ancillary or supplemental indenture embodying any change or omission; (c) to direct or authorize require the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) Trustee to enforce any of the covenants on the part obligations of the Company contained in under this indenture Indenture or the Warrants any supplemental instrument or to enforce any of the rights of the Warrantholders in any manner specified in such special resolution an Special Resolution, or to refrain from enforcing any such covenant or right, upon the Trustee being furnished with such indemnity as it may in its discretion require; (d) to waive, authorize remove the Trustee or its successor or successors in office and to appoint a new trustee or trustees to take the place of the trustee or trustees so removed; (e) to waive and direct the Warrant Agent Trustee to waive any default on the part of the Company in complying with any provisions provision of this indenture or the Warrants Indenture either unconditionally or upon any conditions specified in such special resolutionthe Special Resolution; (ef) to restrain any Warrantholder from taking or instituting or continuing any suit, action or proceeding against the Company for the enforcement of any of the covenants on the part obligations of the Company contained in under this indenture or the Warrants Indenture or to enforce any of the rights right of the Warrantholders; and (fg) to direct amend, alter or repeal any Warrantholder who, as such, has brought any suit, action Special Resolution previously passed or proceeding consented 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 therewithWarrantholders.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon on them by any the other provisions of this indenture Indenture or by law, the Warrantholders at a meeting shall will have the powerfollowing powers, exercisable from time to time by special resolutionSpecial Resolution: (a) subject to Section 10.1, to agree with the Company to any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or or the Warrant Agent in its that capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Warrantholders against the Company, Corporation whether such the rights arise under this indenture or the Warrants Indenture or otherwise; (b) to amend agree to any change in or repeal omission from the provisions of the Warrant Certificates and this Indenture or any special resolution previously passed ancillary or sanctioned supplemental instrument which may be agreed to by the WarrantholdersCorporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying any change or omission; (c) to direct or authorize require the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part obligations of the Company contained in Corporation under this indenture Indenture or the Warrants any supplemental instrument or to enforce any of the rights of the Warrantholders in any manner specified in such special resolution an Special Resolution, or to refrain from enforcing any such covenant or right, upon the Warrant Agent being furnished with such indemnity and funding as it may in its discretion require; (d) to waive, authorize remove the Warrant Agent or its successor or successors in office and to appoint a new warrant agent or warrant agents to take the place of the warrant agent or warrant agents so removed; (e) to waive and direct the Warrant Agent to waive any default on the part of the Company Corporation in complying with any provisions provision of this indenture or the Warrants Indenture either unconditionally or upon any conditions specified in such special resolutionthe Special Resolution; (ef) to restrain any Warrantholder from taking or instituting or continuing any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part obligations of the Company contained in Corporation under this indenture or the Warrants Indenture or to enforce any of the rights right of the Warrantholders; and; (fg) 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; and (h) to amend, alter or repeal any Special Resolution previously passed or consented to by Warrantholders.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, law the Special Warrantholders at a meeting shall will have the power, following powers exercisable from time to time by special resolutionSpecial Resolution: (a) power to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Special Warrantholders and/or the Warrant Agent Trustee in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) trustee under this Agreement or on behalf of the Special Warrantholders against the Company, whether such those rights arise under this indenture Agreement or the Warrants or otherwiseSpecial Warrant certificates; (b) to amend or repeal any special resolution previously passed or sanctioned by the Warrantholders; (c) power to direct or authorize the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) Trustee to enforce any of the covenants on the part of the Company contained in this indenture Agreement or the Special Warrants or to enforce any of the rights of the Special Warrantholders in any manner specified in such special resolution the Special Resolution or to refrain from enforcing any such covenant or right; (dc) 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) power to restrain any Special 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 Agreement or the Special Warrants or to enforce any of the rights of the Warrantholders; andSpecial Warrantholders except for a suit or action against the Company to compel payment to a Special Warrantholder in respect of monies owing to him in accordance with the provisions of section 9.3; (fd) power to direct any Special 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, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such the Special Warrantholder in connection therewith; (e) power from time to time and at any time to remove the Trustee and appoint a successor trustee; (f) power to amend, alter or repeal any special resolution previously passed or sanctioned by the Special Warrantholders; and (g) 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 Company.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon on them by any the other provisions of this indenture Indenture or by law, the Warrantholders at a meeting shall Series A or Series B Warrantholders, as the case may be, will have the powerfollowing powers, exercisable from time to time by special resolutionSpecial Resolution passed at a meeting of their particular class: (a) to agree with the Company to any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of Series A or Series B Warrantholders and/or or the Warrant Agent Trustee in its that capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Series A or Series B Warrantholders against the Company, Company whether such the rights arise under this indenture or the Warrants Indenture or otherwise; (b) to amend agree to any change in or repeal omission from the provisions of the Series A or Series B Warrant Certificate and this Indenture or any special resolution previously passed ancillary or sanctioned supplemental instrument which may be agreed to by the WarrantholdersCompany, and to authorize the Trustee to concur in and execute any ancillary or supplemental indenture embodying any change or omission; (c) to direct or authorize require the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) Trustee to enforce any of the covenants on the part obligations of the Company contained in under this indenture Indenture or the Warrants any supplemental instrument or to enforce any of the rights of the Series A or Series B Warrantholders in any manner specified in such special resolution an Special Resolution, or to refrain from enforcing any such covenant or right, upon the Trustee being furnished with such indemnity and funds as it may in its discretion require; (d) to waive, authorize remove the Trustee or its successor or successors in office and to appoint a new trustee or trustees to take the place of the trustee or trustees so removed; (e) to waive and direct the Warrant Agent Trustee to waive any default on the part of the Company in complying with any provisions provision of this indenture or the Warrants Indenture either unconditionally or upon any conditions specified in such special resolutionthe Special Resolution; (ef) to restrain any Series A or Series B Warrantholder from taking or instituting or continuing any suit, action or proceeding against the Company for the enforcement of any of the covenants on the part obligations of the Company contained in under this indenture or the Warrants Indenture or to enforce any right of the rights particular class of the Warrantholders; and (fg) to direct amend, alter or repeal any Warrantholder who, as such, has brought any suit, action Special Resolution previously passed or proceeding consented to stay by Series A 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 therewithSeries B Warrantholders.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by applicable law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution (and only by special resolution:): (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Subscription Receipt Agent’s approval) or on behalf of the Warrantholders , against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders, provided that, to the extent that such special resolution was passed by the holders of Receiptholders and Public Receiptholders voting together pursuant to Section 8.17, any special resolution to effect such amendment, alteration or repeal must be approved by Receiptholders and Public Receiptholders voting together in accordance with the procedures set forth in Section 8.17; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Common Shares or other securities of the Corporation.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution: (a) to agree with the Company to any modification, abrogation, 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 Receiptholders against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture or Agreement, the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; provided that, to the extent that such special resolution was passed by the Receiptholders and Public Offering Receiptholders voting together pursuant to Section 8.17, any special resolution to effect such amendment, alteration or repeal must be approved by Receiptholders and Public Offering Receiptholders voting together in accordance with the procedures set forth in Section 8.17; (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 Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (ed) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (fe) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (f) to assent to any modification of, change in or waiver from the provisions contained in the Subscription Receipt Certificates or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation; and (g) 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 Common Shares or other securities of the Corporation.

Powers Exercisable by Special Resolution. ‌ In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution:resolution (as defined in Section 8.11): (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder (Receiptholders or, subject to the Warrant Agent’s approval) or on behalf prior consent of the Warrantholders Subscription Receipt Agent, the Subscription Receipt Agent, against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement, the Subscription Receipt Certificates or the Warrants or otherwise;otherwise;‌ (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right, such power being conditional upon the Receiptholder furnishing sufficient funds to commence or to continue such act, action or proceedings and an indemnity; (d) to waive, or authorize and direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution;resolution;‌ (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to in writing by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent; (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 Common Shares or other securities of the Corporation;‌ (j) to extend the Escrow Release Deadline; and‌ (k) to assent to any modification of, change in or omission from the definition of “Termination” contained in this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission. For greater certainty, none of the foregoing matters may be effected by the Corporation or the Subscription Receipt Agent without the approval of the Receiptholders by way of special resolution.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution: (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Subscription Receipt Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent) against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Common Shares or other securities of the Corporation.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 9.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution:resolution (as defined in Section 9.11): (a) to agree with the Company assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or, subject to the Warrant consent of the Subscription Receipt Agent (such consent not to be unreasonably withheld), of the Subscription Receipt Agent in its capacity as Warrant Agent agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Warrantholders Receiptholders against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipt Certificates or otherwise which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any amendment or indenture or the Warrants or otherwisesupplemental hereto in connection therewith; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such obligation, covenant or rightright referred to in this Section 9.10(c); (d) to waive, or authorize and direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Receiptholders, such of the powers of the Receiptholders as are exercisable by special resolution; (f) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (fg) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (h) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to in writing by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (i) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent; (j) 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; (k) to extend the Escrow Release Deadline; and (l) to assent to any modification of, change in or omission from the definition of “Termination” contained in this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission. For greater certainty, none of the foregoing matters may be effected by the Corporation or the Subscription Receipt Agent without the approval of the Receiptholders by way of special resolution.

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 The Warrantholders at a meeting shall have the power, exercisable power from time to time by special resolutionSpecial Resolution and subject to the necessary approvals of the Toronto Stock Exchange: (a) to agree with the Company to or sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Warrantholders and/or or the Warrant Agent Trustee in its capacity as Warrant Agent trustee hereunder (subject to the consent of the Warrant Agent’s approvalTrustee) or on behalf of the Warrantholders against the Company, Company which shall be agreed to by the Company whether such rights arise under this indenture Indenture or under the Warrants or otherwise; (b) to amend assent to any change in or repeal omission from the provisions contained in the Warrants and this Indenture or any special resolution previously passed ancillary or sanctioned supplemental instrument which may be agreed to by the WarrantholdersCompany and to authorize the Warrant Trustee to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (c) with the consent of the Company, to remove the Warrant Trustee or its successor in office and to appoint a new trustee or trustees to take the place of the Warrant Trustee so removed; (d) to require, direct or authorize the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) Trustee to enforce any of the covenants on the part of the Company contained in this indenture Indenture or the Warrants or to enforce any of the rights of the Warrantholders in any manner specified in such special resolution Special Resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and direct right upon the Warrant Agent to waive any default on the part of the Company Trustee being furnished with an indemnity, as it may in complying with any provisions of this indenture or the Warrants either unconditionally or upon any conditions specified in such special resolutionits discretion determine; (e) to restrain any Warrantholder from taking instituting or instituting continuing any suit, action suit or proceeding proceedings against the Company for the enforcement of any of the covenants on the part of the Company contained in this indenture Indenture or the Warrants or to enforce any of the rights of conferred upon the Warrantholders; andWarrantholders by the Warrants and this Indenture; (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, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith; (g) to waive, authorize and direct the Warrant Trustee to waive any default on the part of the Company in complying with any of the provisions of this Indenture or the Warrants either unconditionally or upon any conditions specified in such Special Resolution; (h) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or unsecured, and with holders of any shares or other securities of the Company; and (i) to amend, alter or repeal any Special Resolution previously passed or sanctioned by the Warrantholders. A Special Resolution of the Warrantholders is binding upon all the Warrantholders whether present or not present at the meeting at which the Special Resolution was adopted or whether or not assented to in writing and each Warrantholder and the Warrant Trustee shall be bound to give effect to the Special Resolution to the extent that the Special Resolution applies to such party.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, law the Warrantholders at a meeting shall will have the power, following powers exercisable from time to time by special resolutionSpecial Resolution: (a) power to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent Trustee in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) trustee under this Agreement or on behalf of the Warrantholders against the Company, whether such those rights arise under this indenture Agreement or the Warrants or otherwiseUnit Warrant certificates; (b) to amend or repeal any special resolution previously passed or sanctioned by the Warrantholders; (c) power to direct or authorize the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) Trustee to enforce any of the covenants on the part of the Company contained in this indenture Agreement or the Unit Warrants or to enforce any of the rights of the Warrantholders in any manner specified in such special resolution the Special Resolution or to refrain from enforcing any such covenant or right; (dc) 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) power 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 Agreement or the Unit Warrants or to enforce any of the rights of the Warrantholders; andWarrantholders except for a suit or action against the Company to compel payment to a Warrantholder in respect of monies owing to him in accordance with the provisions of section 8.3; (fd) power 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, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such the Warrantholder in connection therewith; (e) power from time to time and at any time to remove the Trustee and appoint a successor trustee; (f) power to amend, alter or repeal any special resolution previously passed or sanctioned by the Warrantholders; and (g) 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 Company.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by applicable law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution (and only by special resolution:): (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Subscription Receipt Agent’s approval) or on behalf of the Warrantholders , against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders, provided that, to the extent that such special resolution was passed by the holders of Receiptholders and Private Placement Receiptholders voting together pursuant to Section 8.17, any special resolution to effect such amendment, alteration or repeal must be approved by Receiptholders and Private Placement Receiptholders voting together in accordance with the procedures set forth in Section 8.17; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Common Shares or other securities of the Corporation.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 9.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolutionSpecial Resolution: (a) to agree with the Company Corporation to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder (Receiptholders or, subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent, the Subscription Receipt Agent, against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution Special Resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution Special Resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolutionSpecial Resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipts or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to in writing by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new Subscription Receipt Agent to take the place of the Subscription Receipt Agent so removed; (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 Common Shares or other securities of the Corporation; (j) to extend the Escrow Release Deadline, subject to receiving the written consent of Canaccord Genuity; and (k) to assent to any modification of, change in or omission from the definition of “Termination” contained in this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 9.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution:resolution (as defined in Section 9.11): (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder (Receiptholders or, subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent, the Subscription Receipt Agent, against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, or authorize and direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipts or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to in writing by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed; (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 Common Shares or other securities of the Corporation; (j) to extend the Escrow Release Deadline; and (k) to assent to any modification of, change in or omission from the definition of "Termination" contained in this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission. For greater certainty, none of the foregoing matters may be effected by the Corporation or the Subscription Receipt Agent without the approval of the Receiptholders by way of special resolution.

Powers Exercisable by Special Resolution. ‌ In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 9.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution:resolution (as defined in Section 9.11): (a) to agree with the Company assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or, subject to the Warrant consent of the Subscription Receipt Agent (such consent not to be unreasonably withheld), the Subscription Receipt Agent in its capacity as Warrant Agent agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Warrantholders Receiptholders against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipt Certificates or otherwise which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any amendment or indenture or the Warrants or otherwise;supplemental hereto in connection therewith;‌ (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such obligation, covenant or right;right referred to in this Section 9.10(c);‌ (d) to waive, or authorize and direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution;resolution;‌ (e) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Receiptholders, such of the powers of the Receiptholders as are exercisable by special resolution; (f) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (fg) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (h) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to in writing by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (i) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent; (j) 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 Common Shares or other securities of the Corporation;‌ (k) to extend the Escrow Release Deadline; and‌ (l) to assent to any modification of, change in or omission from the definition of "Termination" contained in this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission. For greater certainty, none of the foregoing matters may be effected by the Corporation or the Subscription Receipt Agent without the approval of the Receiptholders by way of special resolution.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 7.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution (and only by special resolution:): (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder (Receiptholders or, subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent, the Subscription Receipt Agent, against the CompanyCompany or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt 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 Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder 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 Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Company, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Company (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Common Shares or other securities of the Company.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution (and only by special resolution:): (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder (Receiptholders or, subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent, the Subscription Receipt Agent, against the CompanyCompany or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to or the Warrant Agent receiving funding and indemnity) U.S. Escrow Agent, as applicable, to enforce any of the covenants on the part of the Company contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent or the U.S. Escrow Agent, as applicable, to waive waive, any default on the part of the Company in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder 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 Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Company, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Company (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Common Shares or other securities of the Company.

Powers Exercisable by Special Resolution. In addition to all other powers stated in this Indenture to be exercisable by Special Resolution and all other powers conferred upon them by any other provisions of this indenture or by law, the Warrantholders at a meeting of the Noteholders shall have the power, following powers exercisable from time to time by special resolutionSpecial Resolution: (a) power to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Noteholders or the Warrant Agent in its capacity as Warrant Agent hereunder Trustee (subject to the Warrant Agent’s approval) or on behalf approval of the Warrantholders Trustee) against the CompanyGBG, whether such rights arise under this indenture Indenture, the Notes, the GBG GSA or otherwise and to authorize the Warrants Trustee to concur in and to execute any deed or otherwiseinstrument supplemental hereto or thereto embodying any such modification, abrogation, alteration, compromise or arrangement, provided that any such modification, abrogation, alteration, compromise or arrangement shall have been agreed to by GBG; (b) to amend or repeal any special resolution previously passed or sanctioned by the Warrantholders; (c) power to direct or authorize the Warrant Agent (subject Trustee to exercise any power, right, remedy or authority given to it by this Indenture, the Warrant Agent receiving funding and indemnity) to enforce any of Notes, the covenants on the part of the Company contained in this indenture GBG GSA or the Warrants or to enforce any of the rights of the Warrantholders otherwise in any manner specified in such special resolution Special Resolution or to refrain from enforcing exercising any such covenant power, right, remedy or rightauthority; (dc) power to waive, authorize waive and direct the Warrant Agent Trustee to waive any default on the part of the Company GBG in complying with any provisions provision of this indenture Indenture, the Notes, the GBG GSA or any other document relating hereto or thereto, or to annul and to direct the Warrants Trustee to annul any declaration in respect of such default made by the Trustee pursuant to section (g) either unconditionally or upon any conditions specified in such special resolutionSpecial Resolution; (d) power, with the approval of GBG, to sanction the exchange of Notes for any other securities or obligations of GBG or any other person; (e) power to restrain any Warrantholder Noteholder from taking or instituting any suit, action or proceeding against the Company for the enforcement purpose of enforcing payment by GBG of principal or interest or for the execution of any trust or power under this Indenture, the Notes, the GBG GSA or any other document relating hereto or thereto or for the appointment of the covenants on the part of the Company contained a liquidator or a receiver or a trustee in this indenture bankruptcy or the Warrants for any other remedy hereunder or to enforce any of the rights of the Warrantholders; andthereunder; (f) power to direct any Warrantholder Noteholder who, as such, has brought any suit, action or proceeding proceeding, to stay or discontinue or otherwise deal with any the same upon payment, if the taking of such suit, action or proceedingproceeding shall have been permitted by section 7.5, upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Noteholder in connection therewith; (g) power to sanction any scheme for the reconstruction or reorganization of GBG or for the consolidation or merger of GBG with any other person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of GBG or any part thereof; (h) 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 GBG Units or other securities of GBG; (i) power to amend, alter or repeal any Special Resolution previously passed or sanctioned by the Noteholders; (j) 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 Special Resolution) all or any of the powers which the Noteholders could exercise by Special Resolution under this section 10.13. The Special 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 Special Resolution appointing it, and the members need not be themselves Noteholders. Subject to the Special 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. All acts of any such committee within the authority delegated to it shall be binding upon all 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; (k) power to remove the Trustee and appoint a new Trustee; and (l) power to authorize the Trustee to grant extensions of time for payment of any principal or interest on the Notes, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue. Notwithstanding paragraphs (a) to (l) above, no resolution shall modify, abrogate, alter, compromise, arrange or otherwise affect the rights or obligations of the Trustee hereunder without the Trustee’s written consent, such consent not to be unreasonably withheld.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution: (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Subscription Receipt Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent) against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Class B Subordinate Voting Shares or other securities of the Corporation.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon on them by any the other provisions of this indenture Indenture or by law, the Warrantholders at a meeting shall will have the powerfollowing powers, exercisable from time to time by special resolutionSpecial Resolution: (a) to agree with the Company to any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or or the Warrant Agent Trustee in its that capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf of the Warrantholders against the Company, Company whether such the rights arise under this indenture or the Warrants Indenture or otherwise; (b) to amend agree to any change in or repeal omission from the provisions of the Warrant Certificate and this Indenture or any special resolution previously passed ancillary or sanctioned supplemental instrument which may be agreed to by the WarrantholdersCompany, and to authorize the Trustee to concur in and execute any ancillary or supplemental indenture embodying any change or omission; (c) to direct or authorize require the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity) Trustee to enforce any of the covenants on the part obligations of the Company contained in under this indenture Indenture or the Warrants any supplemental instrument or to enforce any of the rights of the Warrantholders in any manner specified in such special resolution a Special Resolution, or to refrain from enforcing any such covenant or right, upon the Trustee being furnished with such indemnity as it may in its discretion require; (d) to waive, authorize remove the Trustee or its successor or successors in office and to appoint a new trustee or trustees to take the place of the trustee or trustees so removed; (e) to waive and direct the Warrant Agent Trustee to waive any default on the part of the Company in complying with any provisions provision of this indenture or the Warrants Indenture either unconditionally or upon any conditions specified in such special resolutionthe Special Resolution; (ef) to restrain any Warrantholder from taking or instituting or continuing any suit, action or proceeding against the Company for the enforcement of any of the covenants on the part obligations of the Company contained in under this indenture or the Warrants Indenture or to enforce any of the rights right of the Warrantholders; and (fg) to direct amend, alter or repeal any Warrantholder who, as such, has brought any suit, action Special Resolution previously passed or proceeding consented 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 therewithWarrantholders.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution: (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Subscription Receipt Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent) against the CompanyTrust or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture or Agreement, the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Trust contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Trust in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Trust for the enforcement of any of the covenants on the part of the Company contained Trust in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Trust, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Trust (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed; (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 Units or other securities of the Trust; and (j) to extend the Acquisition Deadline subject to receiving the written consent of the Lead Underwriter.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution: (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Subscription Receipt Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent) against the CompanyCorporation or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture or Agreement, the Warrants Subscription Receipt Certificates or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Corporation contained in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Corporation in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipt Certificates either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Corporation for the enforcement of any of the covenants on the part of the Company contained Corporation in this indenture Agreement or the Warrants Subscription Receipt Certificates or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 Common Shares or other securities of the Corporation.

Powers Exercisable by Special Resolution. In addition to all other powers stated in this Indenture to be exercisable by Special Resolution and all other powers conferred upon them by any other provisions of this indenture or by law, the Warrantholders at a meeting of the Noteholders shall have the power, following powers exercisable from time to time by special resolutionSpecial Resolution: (a) power to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Noteholders or the Warrant Agent in its capacity as Warrant Agent hereunder Trustee (subject to the Warrant Agent’s approval) or on behalf approval of the Warrantholders Trustee) against the CompanyVGZ, whether such rights arise under this indenture Indenture, the Notes or otherwise and to authorize the Warrants Trustee to concur in and to execute any deed or otherwiseinstrument supplemental hereto or thereto embodying any such modification, abrogation, alteration, compromise or arrangement, provided that any such modification, abrogation, alteration, compromise or arrangement shall have been agreed to by VGZ; (b) to amend or repeal any special resolution previously passed or sanctioned by the Warrantholders; (c) power to direct or authorize the Warrant Agent (subject Trustee to exercise any power, right, remedy or authority given to it by this Indenture, the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company contained in this indenture Notes or the Warrants or to enforce any of the rights of the Warrantholders otherwise in any manner specified in such special resolution Special Resolution or to refrain from enforcing exercising any such covenant power, right, remedy or rightauthority; (dc) power to waive, authorize waive and direct the Warrant Agent Trustee to waive any default on the part of VGZ or the Company Guarantor in complying with any provisions provision of this indenture Indenture, the Notes or any other document relating hereto or thereto, or to annul and to direct the Warrants Trustee to annul any declaration in respect of such default made by the Trustee pursuant to section 7.2 either unconditionally or upon any conditions specified in such special resolutionSpecial Resolution; (d) power, with the approval of VGZ, to sanction the exchange of Notes for any other securities or obligations of VGZ or any other person; (e) power to restrain any Warrantholder Noteholder from taking or instituting any suit, action or proceeding against the Company for the enforcement purpose of enforcing payment by VGZ of principal or interest or for the execution of any trust or power under this Indenture, the Notes or any other document relating hereto or thereto or for the appointment of the covenants on the part of the Company contained a liquidator or a receiver or a trustee in this indenture bankruptcy or the Warrants for any other remedy hereunder or to enforce any of the rights of the Warrantholders; andthereunder; (f) power to direct any Warrantholder Noteholder who, as such, has brought any suit, action or proceeding proceeding, to stay or discontinue or otherwise deal with any the same upon payment, if the taking of such suit, action or proceedingproceeding shall have been permitted by section 7.5, upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Noteholder in connection therewith; (g) power to sanction any scheme for the reconstruction or reorganization of VGZ or for the consolidation or merger of VGZ with any other person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of VGZ 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; (h) 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 securities of VGZ; (i) power to amend, alter or repeal any Special Resolution previously passed or sanctioned by the Noteholders; (j) 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 Special Resolution) all or any of the powers which the Noteholders could exercise by Special Resolution under this section 10.13. The Special 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 Special Resolution appointing it, and the members need not be themselves Noteholders. Subject to the Special 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. All acts of any such committee within the authority delegated to it shall be binding upon all 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; (k) power to remove the Trustee and appoint a new Trustee; and (l) power to authorize the Trustee to grant extensions of time for payment of any principal or interest on the Notes, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue. Notwithstanding paragraphs (a) to (l) above, no resolution shall modify, abrogate, alter, compromise, arrange or otherwise affect the rights of the Trustee hereunder without the Trustee’s written consent, such consent not to be unreasonably withheld.

Powers Exercisable by Special Resolution. In addition to all other powers conferred upon them by any other provisions of this indenture Agreement or by law, the Warrantholders Receiptholders at a meeting shall shall, subject to the provisions of Section 7.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution: (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or Receiptholders or the Warrant Subscription Receipt Agent in its capacity as Warrant Agent hereunder (subject to the Warrant Agent’s approval) or on behalf consent of the Warrantholders Subscription Receipt Agent) against the CompanyZarlink or against its undertaking, property and assets or any part thereof whether such rights arise under this indenture Agreement or the Warrants Subscription Receipts or otherwise; (b) to amend amend, alter or repeal any special resolution previously passed or sanctioned by the WarrantholdersReceiptholders; (c) to direct or to authorize the Warrant Subscription Receipt Agent (subject to the Warrant Agent receiving funding and indemnity) to enforce any of the covenants on the part of the Company Zarlink contained in this indenture Agreement or the Warrants Subscription Receipts or to enforce any of the rights of the Warrantholders Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; (d) to waive, authorize and to direct the Warrant Subscription Receipt Agent to waive waive, any default on the part of the Company Zarlink in complying with any provisions of this indenture Agreement or the Warrants Subscription Receipts either unconditionally or upon any conditions specified in such special resolution; (e) to restrain any Warrantholder Receiptholder from taking or instituting any suit, action or proceeding against the Company Zarlink for the enforcement of any of the covenants on the part of the Company contained Zarlink in this indenture Agreement or the Warrants Subscription Receipts or to enforce any of the rights of the Warrantholders; andReceiptholders; (f) to direct any Warrantholder Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with any such suit, action or proceeding, the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder Receiptholder in connection therewith; (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipts and this Agreement or any ancillary or supplemental instrument which may be agreed to by Zarlink, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; (h) with the consent of Zarlink (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 common shares or other securities of Zarlink.