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. 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. The expression Special Resolution means a resolution passed at a meeting of Bondholders 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. 132 Alvotech - Bond Instrument (Tranche B)

Special Resolution. The Special Resolution will have been validly approved and adopted by the Shareholders (including, without limitation, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and other holders of more than 5% of the outstanding Common Shares at such time and all officers and directors of the Seller) in the manner required under applicable Laws and will not have been amended, modified or rescinded in any respect.

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. 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. 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. The Special Resolution shall have been approved at the Company Meeting by not less than (i) two-thirds of the votes cast by the shareholders holding Company Common Shares voting separately as a class, (ii) two-thirds of the votes cast by shareholders holding Company Class A Preferred Shares voting separately as a class, (iii) two-thirds of the votes cast by shareholders holding Company Class B Preferred Shares voting separately as a class, present in person or represented by proxy at the Company Meeting. The Special Resolution shall also have been approved by not less than 51% of the votes attached to the Company Shares held by the Investors voting together as a single class.

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.