Common use of AMENDMENT AND APPROVAL Clause in Contracts

AMENDMENT AND APPROVAL. 11.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the Exchangeable Shares given as hereinafter specified, provided that any adjustment to the number of Lululemon Common Shares into which an Exchangeable Share is exchangeable (which initially is one) made by the Board of Directors, acting in good faith, in accordance with section 2.7 of the Support Agreement to reflect the effect of any event in order to implement the required economic equivalent with respect to the Lululemon Common Shares and the Exchangeable Shares shall not require the approval of the holders of the Exchangeable Shares. 11.2 Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by a resolution consented to in writing by the holders of not less than two-thirds of the then outstanding Exchangeable Shares or passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares at that time are present or represented by proxy.