Common use of Meetings and Voting Clause in Contracts

Meetings and Voting. 8.4.1 The Operating Committee shall hold meetings every six months, at which each Party must have an authorized representative present (or at more frequent intervals as may be agreed by the Operating Committee). All meetings of the Operating Committee shall be held at AME's offices in Ankara or in such other places as the Parties may from time to time agree. Alternatively, meetings may be conducted or Parties may at their election attend meetings by telephone conference call. Operator shall call such meetings and shall give at least twenty (20) days notice of the time, date and place of each meeting, together with an agenda and a proposed resolution therefor. However, Operator shall use its reasonable best efforts to give at least forty (40) days notice for meetings which deal with operations and/or wells drilled under the Joint Operations. When calling a mee▇▇▇▇, Operator shall as soon as is reasonably practicable thereafter, supply the Parties with copies of relevant data and information available to it relating to the matters on the agenda for such meeting. By notice to Operator, any Party can request that additional matters be placed on the agenda, and provided such notice is given at least seven (7) days before the date of the meeting, those matters will be placed on the agenda and considered by the Operating Committee. The representatives of all Parties may agree to consider a matter not on the agenda for such meeting. All items duly placed on the agenda must be voted on by the Operating Committee at the meeting. 8.4.2 The Operating Committee shall hold a special meeting upon the request of any Party. Such request shall be made by written notice to all the other Parties and shall state the matters to be considered at that meeting. Upon receiving such request, Operator shall, without delay, call a special meeting for a date not less than ten (10) nor more than twenty (20) days after receipt of the request, or such other date as may be agreed by all the Parties. 8.4.3 For any meeting of the Operating Committee, the notice period set forth above may be waived with the consent of all the Parties. 8.4.4 Any Party not represented at a meeting may vote on any matter on the agenda for such meeting by either: (i) appointing a proxy in writing; or (ii) giving written notice of such vote to Operator prior to the submission of such matter for vote at such meeting. 8.4.5 Except as otherwise expressly provided in this Agreement, all decisions, approvals and other actions of the Operating Committee on all proposals coming before it under this Agreement shall be decided by the affirmative vote of Parties owing in the aggregate Percentage Interests equating to more than fifty five percent (55%) of the aggregate Percentage Interests of all Parties entitled to vote. An abstention or refrain from voting shall be considered a negative vote, except as otherwise specifically provided in this Agreement in cases where failure to reply is deemed approval or an affirmative vote. Each Party is entitled to vote in proportion to the respective Percentage Interest held by it at the time the vote is taken.

Meetings and Voting. 8.4.1 The Operating Committee shall hold meetings every six months, at which each Party must have an authorized representative present (or at more frequent intervals as may be agreed by the Operating Committee). All meetings Sections 1602 and 1604 of the Operating Committee Base Indenture shall be superseded by this Section 2.11(d). (i) The Trustee may at any time call a meeting of Holders for any purpose specified in Section 1601 of the Base Indenture, to be held at AME's offices such time and at such place in Ankara The City of New York. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given not less than 21 nor more than 180 days prior to the date fixed for the meeting. In case at any time the Company, pursuant to a Board Resolution, or in such other places as the Parties may from time to time agree. Alternatively, meetings may be conducted or Parties may at their election attend meetings by telephone conference call. Operator shall call such meetings and shall give Holders of at least twenty (20) days notice % in principal amount of the timeOutstanding Debentures shall have requested the Trustee to call a meeting of the Holders for any purpose specified in Section 1601 of the Base Indenture, date and place of each meeting, together with an agenda and a by written request setting forth in reasonable detail the action proposed resolution therefor. However, Operator shall use its reasonable best efforts to give be taken at least forty (40) days notice for meetings which deal with operations and/or wells drilled under the Joint Operations. When calling a mee▇▇▇▇, Operator shall as soon as is reasonably practicable thereafter, supply the Parties with copies of relevant data and information available to it relating to the matters on the agenda for such meeting. By notice to Operator, any Party can request that additional matters be placed on the agenda, and provided such notice is given at least seven (7) days before the date of the meeting, those matters will be placed on and the agenda and considered by Trustee shall not have made the Operating Committee. The representatives first publication of all Parties may agree to consider a matter not on the agenda for notice of such meeting. All items duly placed on the agenda must be voted on by the Operating Committee at the meeting. 8.4.2 The Operating Committee shall hold a special meeting upon the request of any Party. Such request shall be made by written notice to all the other Parties and shall state the matters to be considered at that meeting. Upon receiving such request, Operator shall, without delay, call a special meeting for a date not less than ten (10) nor more than twenty (20) within 21 days after receipt of such request or shall not thereafter proceed to cause the requestmeeting to be held as provided herein, then the Company or such other date the Holders in the amount specified, as the case may be agreed by all be, may determine the Parties. 8.4.3 For any meeting time and the place in The City of the Operating Committee, the notice period set forth above may be waived with the consent of all the Parties. 8.4.4 Any Party not represented at a meeting may vote on any matter on the agenda New York for such meeting and may call such meeting for such purposes by eithergiving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (i) appointing a proxy majority in writingprincipal amount of the Debentures then Outstanding; or (ii) giving written notice 66 2/3% in principal amount of such vote to Operator prior to the submission of such matter for vote Debentures represented and voting at such meeting. 8.4.5 Except as otherwise expressly provided ; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in this Agreement, all decisions, approvals and other actions principal amount of Outstanding Debentures (which is less than a majority of the Operating Committee on all proposals coming before it under this Agreement shall principal amount of Debentures then Outstanding) then such consent, waiver or other action may be decided given, made or taken by the affirmative vote of Parties owing in the aggregate Percentage Interests equating to more than fifty five percent (55%) of the aggregate Percentage Interests of all Parties entitled to vote. An abstention or refrain from voting shall be considered a negative vote, except as otherwise specifically provided in this Agreement in cases where failure to reply is deemed approval or an affirmative vote. Each Party is Persons entitled to vote the lesser of: (i) the specified percentage in proportion to principal amount of the respective Percentage Interest Debentures then Outstanding; or (ii) a majority in principal amount of the Debentures represented and voting at such meeting. Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held by it in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the time the vote is takenmeeting.

Meetings and Voting. 8.4.1 The Operating Committee shall hold meetings every six months, at which each Party must have an authorized representative present (or at more frequent intervals as may be agreed by the Operating Committee). All meetings Sections 1602 and 1604 of the Operating Committee Base Indenture shall be superseded by this Section 2.11(d). (i) The Trustee may at any time call a meeting of Holders of Debentures for any purpose specified in Section 1601 of the Base Indenture, to be held at AME's offices such time and at such place in Ankara The City of New York. Notice of every meeting of Holders of Debentures, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given not less than 21 nor more than 180 days prior to the date fixed for the meeting. In case at any time the Company, pursuant to a Board Resolution, or in such other places as the Parties may from time to time agree. Alternatively, meetings may be conducted or Parties may at their election attend meetings by telephone conference call. Operator shall call such meetings and shall give Holders of at least twenty (20) days notice % in principal amount of the timeOutstanding Debentures shall have requested the Trustee to call a meeting of the Holders of Debentures for any purpose specified in Section 1601 of the Base Indenture, date and place of each meeting, together with an agenda and a by written request setting forth in reasonable detail the action proposed resolution therefor. However, Operator shall use its reasonable best efforts to give be taken at least forty (40) days notice for meetings which deal with operations and/or wells drilled under the Joint Operations. When calling a mee▇▇▇▇, Operator shall as soon as is reasonably practicable thereafter, supply the Parties with copies of relevant data and information available to it relating to the matters on the agenda for such meeting. By notice to Operator, any Party can request that additional matters be placed on the agenda, and provided such notice is given at least seven (7) days before the date of the meeting, those matters will be placed on and the agenda and considered by Trustee shall not have made the Operating Committee. The representatives first publication of all Parties may agree to consider a matter not on the agenda for notice of such meeting. All items duly placed on the agenda must be voted on by the Operating Committee at the meeting. 8.4.2 The Operating Committee shall hold a special meeting upon the request of any Party. Such request shall be made by written notice to all the other Parties and shall state the matters to be considered at that meeting. Upon receiving such request, Operator shall, without delay, call a special meeting for a date not less than ten (10) nor more than twenty (20) within 21 days after receipt of such request or shall not thereafter proceed to cause the requestmeeting to be held as provided herein, then the Company or such other date the Holders of Debentures in the amount specified, as the case may be agreed by all be, may determine the Parties. 8.4.3 For any meeting time and the place in The City of the Operating Committee, the notice period set forth above may be waived with the consent of all the Parties. 8.4.4 Any Party not represented at a meeting may vote on any matter on the agenda New York for such meeting and may call such meeting for such purposes by eithergiving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Debentures, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (iA) appointing a proxy majority in writingprincipal amount of the Debentures then Outstanding; or (iiB) giving written notice 66 2/3% in principal amount of such vote to Operator prior to the submission of such matter for vote Debentures represented and voting at such meeting. 8.4.5 Except as otherwise expressly provided ; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in this Agreement, all decisions, approvals and other actions principal amount of Outstanding Debentures (which is less than a majority of the Operating Committee on all proposals coming before it under this Agreement shall principal amount to Debentures then Outstanding, then such consent, waiver or other action may be decided given, made or taken by the affirmative vote of Parties owing in the aggregate Percentage Interests equating to more than fifty five percent (55%) of the aggregate Percentage Interests of all Parties entitled to vote. An abstention or refrain from voting shall be considered a negative vote, except as otherwise specifically provided in this Agreement in cases where failure to reply is deemed approval or an affirmative vote. Each Party is Persons entitled to vote in proportion to the respective Percentage Interest held by it at the time the vote is taken.lesser of:

Meetings and Voting. 8.4.1 The Operating Committee shall hold meetings every six months, at which each Party must have an authorized representative present months (or at more frequent such other regular intervals as may be agreed by the Operating Committee). All meetings of the Operating Committee shall be held at AME's offices in Ankara or in such other places as the Parties may from time to time agree. Alternatively, meetings may be conducted or Parties may at their election attend meetings by telephone conference call. Operator shall call such meetings and shall give at least twenty (20) days notice of the time, date and place of each meeting, together with an agenda and a proposed resolution therefor. However, Operator shall use its reasonable best efforts to give at least forty (40) days notice for meetings which deal with operations and/or wells drilled under the Joint Operations. When calling a mee▇▇▇▇, Operator shall as soon as is reasonably practicable thereafter, supply the Parties with copies of relevant data and information available to it relating to the matters on the agenda for such meeting. By notice to Operator, any Party can request that additional matters be placed on the agenda, and provided such notice is given at least seven (7) days before the date of the meeting, those matters will be placed on the agenda and considered by the Operating Committee. The representatives of all Parties may agree to consider a matter not on the agenda for such meeting. All items duly placed on the agenda must be voted on by the Operating Committee at the meeting. 8.4.2 The Operating Committee shall hold a special meeting upon the request of any Party. Such request shall be made by written notice to all the other Parties and shall state the matters to be considered at that meeting. Upon receiving such request, Operator shall, without delay, call a special meeting for a date not less than ten (10) nor more than twenty (20) days after receipt of the request, or such other date as may be agreed by all the Parties. 8.4.3 For any meeting of the Operating Committee, the notice period set forth above may be waived with the consent of all the Parties. 8.4.4 Any Party not represented at a meeting may vote on any matter on the agenda for such meeting by either: : (i) appointing a proxy in writing; or or (ii) giving written notice of such vote to Operator prior to the submission of such matter for vote at such meeting. 8.4.5 Except as otherwise expressly provided in this Agreement, all decisions, approvals and other actions of the Operating Committee on all proposals coming before it under this Agreement shall be decided by the affirmative vote of Parties owing in the aggregate Percentage Interests equating to more than fifty five percent (55%) of the aggregate Percentage Interests of all Parties entitled to vote. An abstention or refrain from voting shall be considered a negative vote, except as otherwise specifically provided in this Agreement in cases where failure to reply is deemed approval or an affirmative vote. Each Party is entitled to vote in proportion to the respective Percentage Interest held by it at the time the vote is taken.

Meetings and Voting. 8.4.1 The Operating Committee 1. Meetings of the Trustees shall hold meetings every six monthsbe held not less than semi-annually, at which each Party must have an authorized representative present (or at more frequent intervals such times and places as may be agreed upon by the Operating Committee). All meetings Co-Chairmen or by a majority of the Operating Committee shall be held at AME's offices in Ankara or in such other places as the Parties may from time to time agreeTrustees then serving. Alternatively, Such meetings may be conducted or Parties may at their election attend meetings by telephone conference call. Operator shall call such meetings and shall give at least twenty (20) days notice of the time, date and place of each meeting, together with an agenda and a proposed resolution therefor. However, Operator shall use its reasonable best efforts to give at least forty (40) days notice for meetings which deal with operations and/or wells drilled under the Joint Operations. When calling a mee▇▇▇▇, Operator shall as soon as is reasonably practicable thereafter, supply the Parties with copies of relevant data and information available to it relating to the matters on the agenda for such meeting. By notice to Operator, any Party can request that additional matters be placed on the agenda, and provided such notice is given at least seven (7) days before the date of the meeting, those matters will be placed on the agenda and considered by the Operating Committee. The representatives of all Parties may agree to consider a matter not on the agenda for such meeting. All items duly placed on the agenda must be voted on by the Operating Committee at the meeting. 8.4.2 The Operating Committee shall hold a special meeting called upon the request of any Party. Such request shall be made by written notice to all the other Parties and shall state the matters to be considered at that meeting. Upon receiving such request, Operator shall, without delay, call a special meeting for a date not less than ten (10) nor more than twenty days written notice (20which may be delivered by email or other electronic means) to the other Trustees, and may be held at any time without notice if all the Trustees consent. At least one such meeting shall be in person, but in the discretion of the Co-Chairmen, the remaining meetings need not be verbatim. Copies of the minutes shall be sent to all the Trustees and to such other persons as the Trustees may direct. ▇. ▇▇ all meetings of the Trustees, two Union Trustees and two Employer Trustees shall constitute a quorum. 4. The Trustees shall act by majority vote on all matters. The Employer segment and the Union segment shall have equal voting strength regardless of the number of Trustees in attendance for each segment. The segment with the lesser number of Trustees will have the same total vote as the segment with the greater number of Trustees, with said total vote divided equally among the Trustees present from the segment with the lesser number (for example, if six Union Trustees are present, and three Employer Trustees, each of the Union Trustees shall have one vote and each of the Employer Trustees shall have 2 votes). ▇. ▇▇ the event the Trustees deadlock with respect to any matter relating to the Trust, the issue shall be submitted to a final determination by an arbitrator selected by the Trustees. In the event that no agreement can be reached upon an arbitrator after an attempt has been made to do so for at least five (5) days, any Trustee may petition the United States District Court for the District of Columbia for designation of an arbitrator. The matter shall be submitted to the arbitrator within five (5) days after receipt from the date of his selection. The arbitrator's decision shall be rendered within fifteen (15) days thereafter, and such decision shall be conclusive, final and binding upon the request, or such other date as may be agreed by all the Parties. 8.4.3 For any meeting of the Operating Committeeparties, the notice period set forth above may be waived with Board of Trustees, and all persons dealing therewith. Any and all expenses incurred by the consent Board of all Trustees in the Parties. 8.4.4 Any Party not represented at a meeting may vote on any matter on the agenda for such meeting by either: (i) appointing a proxy in writing; or (ii) giving written notice of such vote to Operator prior to the submission of such matter for vote at such meeting. 8.4.5 Except as otherwise expressly provided in this Agreement, all decisions, approvals and other actions of the Operating Committee on all proposals coming before it under this Agreement proceeding shall be decided paid by the affirmative vote of Parties owing in the aggregate Percentage Interests equating to more than fifty five percent (55%) of the aggregate Percentage Interests of all Parties entitled to vote. An abstention or refrain from voting shall be considered a negative vote, except as otherwise specifically provided in this Agreement in cases where failure to reply is deemed approval or an affirmative vote. Each Party is entitled to vote in proportion to the respective Percentage Interest held by it at the time the vote is takenTrust.

Meetings and Voting. 8.4.1 The Operating Committee shall hold meetings every six months, at which each Party must have an authorized representative present Quarter (or at more frequent such other regular intervals as may be agreed by the Operating Committee). All meetings of the Operating Committee shall be held at AME's offices in Ankara or in such other places as the Parties may from time to time agree. Alternatively, meetings may be conducted or Parties may at their election attend meetings by telephone conference call. Operator shall call such meetings and shall give at least twenty fifteen (2015) days notice of the time, date and place of each meeting, together with an agenda and a proposed resolution therefor. However, Operator shall use its reasonable best efforts to give at least forty thirty (4030) days days' notice for meetings which deal with operations and/or wells drilled under the Joint J▇▇▇▇ Operations. When calling a mee▇▇▇▇meeting, Operator shall as soon as is reasonably practicable thereafter, supply the Parties with copies of relevant data and information available to it relating to the matters on the agenda for such meeting. By notice to Operator, any Party can request that additional matters be placed on the agenda, and provided such notice is given at least seven (7) days before the date of the meeting, those matters will be placed on the agenda and considered by the Operating Committee. The representatives of all Parties may agree to consider a matter not on the agenda for such meeting. All items duly placed on the agenda must be voted on by the Operating Committee at the meeting. 8.4.2 The Operating Committee shall hold a special meeting upon the request of any Party. Such request shall be made by written notice to all the other Parties and shall state the matters to be considered at that meeting. Upon receiving such request, Operator shall, without delay, call a special meeting for a date not less than ten seven (107) nor more than twenty ten (2010) days after receipt of the request, or such other date as may be agreed by all the Parties. 8.4.3 For any meeting of the Operating Committee, the notice period set forth above may be waived with the consent of all the Parties. 8.4.4 Any Party not represented at a meeting may vote on any matter on the agenda for such meeting by either: (i) appointing a proxy in writing; or (ii) giving written notice of such vote to Operator prior to the submission of such matter for vote at such meeting. 8.4.5 Except as otherwise expressly provided in this Agreement, all decisions, approvals and other actions of the Operating Committee on all proposals coming before it under this Agreement shall be decided by the affirmative vote of Parties owing in the aggregate Percentage Interests equating to more than fifty five seventy percent (5570%) of the aggregate Percentage Interests of all Parties entitled to vote. An abstention or refrain from voting shall be considered a negative vote, except as otherwise specifically provided in this Agreement in cases where failure to reply is deemed approval or an affirmative vote. Each Party is entitled to vote in proportion to the respective Percentage Interest held by it at the time the vote is taken.