Restrictions on Amendment. None of the Parties to this Agreement (including, for greater certainty, the Trust and the Trustees) will propose or vote for or cause any amendment, modification or change to the following provisions of the Declaration of Trust or the articles of incorporation and by-laws of New Fording: (a) the definitions of "Independent Director" or "Independent Trustee"; (b) any qualification to act as a Director or Trustee or as Chair or Chief Executive Officer; and (c) sections 3.8 (Special Approval Matters), 3.9 (Restrictions on Trustees' Powers), 8.2 (Audit Committee), 8.3 (Governance Committee) and 8.4 (Additional Committees) of the Declaration of Trust and the equivalent sections in the articles of incorporation and by-laws of New Fording; without the prior written approval of the Trust, New Fording (in the case of changes to the articles of incorporation and by-laws of New Fording) and all other Persons who are parties to a Governance Agreement which is then outstanding.
Appears in 3 contracts
Sources: Governance Agreement (Fording Canadian Coal Trust), Governance Agreement (Fording Canadian Coal Trust), Governance Agreement (Ontario Teachers Pension Plan Board)