Common use of Voting of Common Shares Clause in Contracts

Voting of Common Shares. 2.1 Until the date which is six months from the date that Consideration Securities are issued to GF BVI (the “Expiration Date”), at any meeting of the shareholders of Resources at which GF BVI is entitled to vote the Consideration Securities, or at any adjournment or postponement thereof, or in any other circumstances where the vote, consent or other approval (including by written consent in lieu of a meeting) of GF BVI, as a holder of Consideration Securities, is sought, GF BVI will vote or cause to be voted all of the Consideration Securities then held, directly or indirectly, by GF BVI in accordance with any recommendation or proposal of the board of directors of Resources, with respect to the following matters only: (a) the nomination and election of directors; and (b) the appointment of auditors and the payment of remuneration thereto, (together, the “Approval Matters”). 2.2 GF BVI will, on the date that the Consideration Securities are issued to GF BVI, complete, execute and deliver to Resources a proxy in the form attached hereto as Schedule A (the “Proxy”), which, subject to the terms of this Agreement and the Proxy, will be irrevocable to the fullest extent permissible by law up to and including the Expiration Date with respect to the Approval Matters. 2.3 Prior to the Expiration Date GF BVI will not enter into any agreement or understanding with any Person the effect of which would be inconsistent or contrary to the provisions of this Agreement. 2.4 Notwithstanding any provision in this Section 2, GF BVI will not be obliged, and the holder of any proxy granted on behalf of GF BVI will not be entitled, to vote Consideration Securities in the manner provided therein if at the time of such vote there will be in force any order or decree of a governmental authority restraining or enjoining GF BVI or the holder of any proxy granted on behalf of GF BVI from voting Consideration Securities; provided that, such order or decree is not the result of any breach of representation, warranty, covenant or agreement of GF BVI in this Agreement and provided further that GF BVI has notified Resources of such order or decree, to the extent that GF BVI is aware of same.