Common use of Special Resolutions Clause in Contracts

Special Resolutions. 10.1 A meeting of the Noteholders may by Special Resolution sanction any modification, abrogation, compromise or release previously approved in writing by the Company in any respect of any provisions of this Instrument or all or any of the rights of the Noteholders against the Company whether such rights shall arise under the Deed or otherwise and in particular (but without limitation) shall have power to sanction any agreement for postponing or advancing the time for the payment of the principal money or interest payable in respect of the Loan Notes or for reducing their rate of interest or for the capitalisation of Loan Notes or, without prejudice to the provisions contained in this Instrument, for the exchange of Loan Notes for, or conversion of Loan Notes into, other securities of the Company or any other company or may assent to any modification of the provisions contained in the Deed and/or the Conditions which shall be proposed by the Company. 10.2 A Special Resolution shall be binding upon all the Noteholders whether present or not present at the meeting at which it is passed and each of the Noteholders shall be bound to give effect to it accordingly and the passing of any such resolution shall be conclusive evidence without appeal that the circumstances justify the passing of it. 10.3 The expression Special Resolution means a resolution passed at a meeting of the Noteholders duly convened and held in accordance with these Provisions by a majority consisting of not less than 75% of the persons voting at such meeting upon a show of hands or if a poll is demanded on the resolution then by a majority consisting of not less than 75% of the votes given on such poll. 10.4 A resolution in writing signed by the holders of 75% in principal amount of the Loan Notes at the relevant time outstanding who are at the relevant time entitled to receive notice of meetings in accordance with these Provisions shall for all purposes be as valid and effective as a Special Resolution. In the case of two or more joint holders the signature of any one of those joint holders will be sufficient for this purpose. Such a resolution in writing may be contained in one document or in several documents in like form each signed by one or more Noteholders. Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made and duly entered in books to be from time to time provided for that purpose by the Company and shall be available for inspection by Noteholders during Normal Business Hours on reasonable notice being given to the Company.