Special Resolutions. (a) The expression "Special Resolution" means a resolution approved by Holders holding an aggregated of at least three-fourths (3/4) in a nominal value of the Deposits held by those persons who are entitled to vote, and who vote on the question. (b) Without limiting the rights, powers and discretions conferred on the Supervisor by this Deed and subject to the proviso to this paragraph a meeting of Holders shall, in addition to all other powers which by this Deed are specified as exercisable by Special Resolution, have the following powers exercisable by Special Resolution namely: (i) power to sanction either unconditionally or upon any conditions: (1) the release of FSSI from the payment of all or any part of the Deposits; or (2) the release of any Guaranteeing Subsidiary from its guarantee and from its obligations to the Supervisor in respect of the Holders; or (3) the release of any guarantee created by or pursuant to the Trust Deed; (ii) power to sanction the exchange of Deposits for, or the conversion of Deposits into shares, stock, debentures, debenture stock or other obligations or securities of FSSI or any other Company formed or to be formed; (iii) power to postpone or, with the concurrence of FSSI, to accelerate, the day when the Principal Moneys of the Deposits shall become payable and to suspend or postpone for a time the payment of interest on Deposits; (iv) power to sanction any alteration, release, modification, waiver, variation or compromise or any arrangement in respect of the rights of the Holders against FSSI and/or the Guaranteeing Subsidiaries or against their respective properties howsoever such rights shall arise; (v) power to assent to any modification, alteration, variation or addition to the provisions contained in this Deed or the conditions attaching to the Deposits proposed or agreed to by FSSI and authorise the Supervisor to concur in and execute any supplemental trust Deed effecting such modification, alteration, variation or addition; (vi) power to give any sanction, assent, release or waiver of any breach or default by FSSI or any Guaranteeing Subsidiary under any of the provisions of this Deed; (vii) subject to the FMCA, power to discharge, release or exonerate the Supervisor from all liability in respect of an act of commission or omission for which the Supervisor has or may become responsible under this Deed; (viii) power to sanction any scheme for the reconstruction of FSSI or any Guaranteeing Subsidiary or for the amalgamation of FSSI or any Guaranteeing Subsidiary with any other Company where such sanction is necessary; (ix) subject to the provisions of this Deed, power to approve the appointment of a new Supervisor; and (x) power to authorise or direct the Supervisor to concur in and execute any supplemental Deed or other document embodying such sanction, modification, addition, authority or approval, assent, release, waiver, direction or request. (c) A Special Resolution passed at a meeting of the Holders duly convened and held in accordance with this Deed shall, subject to the provisions of subclause (d) of this clause, be binding upon all the Holders whether present or not present or entitled to be present or not at the meeting and each of the Holders and the Supervisor (subject to the provisions of its indemnity contained in this Deed) shall be bound to give effect thereto accordingly and the passing of any such resolution shall as between the Supervisor and the Holders be conclusive evidence that the circumstances justify the passing thereof, the intention being that it shall rest with the meeting to determine without appeal whether or not the circumstances justify the passing of any such resolution.
Appears in 2 contracts
Sources: Trust Deed, Trust Deed