Special Resolution Clause Samples

Special Resolution. The votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

Special Resolution when used in the Conditions, means a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the Conditions, and carried by a Noteholder Majority.

Special Resolution. The expression Special Resolution means a resolution passed at a meeting of Warrantholders duly convened and held in accordance with these provisions by a majority consisting of not less than three-quarters of the votes cast at such meeting.

Special Resolution. Subject to the provisions of the Statute, the provisions of Article 32.6, and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, including without limitation Article 53, the Company may by Special Resolution: a) change its name; b) alter or add to these Articles; c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and d) reduce its share capital and any capital redemption reserve fund.

Special Resolution. In order for the Exscientia Scheme Implementation Proposal above to be passed, not less than 75% of the votes cast by those entitled to vote must be in favour in order to pass the resolution as a special resolution.

Special Resolution. RESOLVED THAT for the purpose of giving effect to the scheme of arrangement dated 10 October 2024 (as amended or supplemented) between the Company and the holders of Scheme Shares (as defined in such scheme of arrangement), a copy of which has been produced to this meeting and for the purposes of identification signed by the chair of this meeting, in its original form or with or subject to any modification, addition, or condition as may be agreed between the Company and Recursion Pharmaceuticals (“Recursion”) and approved or imposed by the High Court of Justice in England and Wales (the “Court”) (the “Scheme of Arrangement”):

Special Resolution. 29.1 A resolution by the Association shall be a special resolution if at a GM of which not less than 14 (fourteen) clear days’ notice has been given specifying the intention to propose the resolution as a special resolution, the terms and effect of the resolution and the reasons for it and at which Members holding in aggregate not less than three-fourths of the total votes of all the Members entitled to vote at the meeting, are present in person or by proxy, and the resolution has been passed on a show of hands, by not less than three-fourths of the number of the Members entitled to vote at the meeting who are present in person or by proxy, or where a poll has been demanded, by not less than three-fourths of the total votes to which the Members present in person or by proxy, are entitled. 29.2 If less than three-fourths of the total votes of all the Members entitled to attend the meeting and vote at the meeting, are present or represented at a meeting called for the purpose of passing a special resolution, the meeting shall stand adjourned to a date not earlier than 14 (fourteen) days and not later than 30 (thirty) days after the date of the meeting and the provisions of clause 26.3 shall apply in respect of such adjournment. 29.3 At the adjourned meeting, the Members who are present in person or by proxy and are entitled to vote may deal with the business for which the original meeting was convened and a resolution passed by not less than three-fourths of such Member shall be deemed to be a special resolution even if less than one-fourth of the total votes are represented at such adjourned meeting.

Special Resolution. Adoption of New Articles of Association ------------------------------------------------------------ "That the regulations contained in the attached printed document be and are hereby approved and adopted as the new Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association of the Company." Dated as of 15th June 2007. /s/ Yuk Shan Wong /s/ David J. ▇▇▇p -------------------- -------------------- For and on behalf of For and on behalf of Biotechnology Research Corporation Limited Geron Corporation ------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule 3 ---------- New Articles of Association --------------------------- THE COMPANIES ORDINANCE (Chapter 32) Company Limited by Shares Articles of Association of TA Therapeutics Limited (as adopted by Special Resolution dated 15 June 2007)

Special Resolution. The approval of the holders of the Shares by way of special resolution (as defined in the Act) is required for matters which require a special resolution to be passed as specified in the Act.