definiens: means, collectively, the following resolutions to be proposed at theEGM : ( i ) an ordinary resolution to approve the Scheme and to authorize the [COMPANY] Board totake all such action as it considers necessary or appropriate to implement the Scheme ; ( ii ) aspecial resolution to cancel, subject to the approval of the High Court, the issued share capital ofAllergan ( other than any [COMPANY] Shares held by any member of the [COMPANY] Group ) ; ( iii ) anordinary resolution authorizing the [COMPANY] Board to allot new ordinary shares to Acquirer Subpursuant to this Agreement and the Scheme by capitalization of the reserve arising from thecancellation of the issued share capital of [COMPANY] pursuant to the resolution described in clause(ii ) ; ( iv ) a special resolution amending the [COMPANY] Memorandum and Articles of Association inaccordance with Section 4.5 of this Agreement ( the resolutions described in the foregoingclauses ( i ) through ( iv ), the ) ; ( v ) an ordinary resolution that anymotion by the Chairperson of the [COMPANY] Board to adjourn or postpone the EGM, or anyadjournments or postponements thereof, to another time and place if necessary or appropriate tosolicit additional proxies if there are insufficient votes at the time of the EGM to approve theScheme or any of the Required EGM Resolutions to be approved ; and ( vi ) any other resolutionsas [COMPANY] reasonably determines to be necessary or desirable for the purposes ofimplementing the Acquisition as have been approved by [COMPANY] ( such approval not to beunreasonably withheld, conditioned or delayed )