Common use of Meetings of Holders Clause in Contracts

Meetings of Holders. The Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the aggregate principal amount of the outstanding Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Securities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, to change the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Appears in 2 contracts

Samples: Agency Agreement (PCGI Intermediate Holdings LTD), Agreement (PCGI Intermediate Holdings LTD)

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Meetings of Holders. The Agency Agreement Deed contains provisions for convening meetings of Holders to consider matters relating to the Securitiesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Agency Deed. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the 10 per cent. in aggregate principal amount of the outstanding SecuritiesCCNs for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will shall be two one or more persons holding or representing one more than half of the a clear majority in aggregate principal amount of the outstanding Securities orCCNs for the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Holders whatever the aggregate principal amount of the Securities CCNs held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change amend the provisions for redemption of the CCNs or any date fixed for payment of interest on the CCNs, (ii) to reduce or cancel the principal or Distribution amount of the CCNs, (including any Arrears iii) to reduce the rate of Distribution and any Additional Distribution Amount) interest in respect of the Securities, CCNs or to reduce vary the method or basis of calculating the rate or amount of principal interest or Distribution (including the basis for calculating the amounts of any Arrears of Distribution and any Additional Distribution Amount) payable on any date interest in respect of the SecuritiesCCNs, (iv) to alter the vary any method of of, or basis for, calculating the amount of any payment in respect amounts payable on redemption of the Securities or the date for any such paymentCCNs, (v) to change vary the currency of payments under payment or denomination of the SecuritiesCCNs, (vi) to amend modify the subordination provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Holders or the majority required to pass an the Extraordinary Resolution, or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the CCNs for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Holders (each, a "Reserved Matter"whether or not they were present at the meeting at which such resolution was passed)) may only . A resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the CCNs outstanding shall for all purposes be sanctioned by as valid and effective as an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorumduly convened and held. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) Such a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterHolders.

Appears in 2 contracts

Samples: Offer Agreement (Wl Ross & Co LLC), Note Purchase Agreement (Allied Irish Banks PLC)

Meetings of Holders. The Agency Agreement Schedule 2 hereto contains provisions for convening meetings of Holders to consider matters relating to the Securitiesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the 10 per cent. in aggregate principal amount of the outstanding SecuritiesTier 1 BCNs for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will shall be two one or more persons holding or representing one more than half of the a clear majority in aggregate principal amount of the outstanding Securities orTier 1 BCNs for the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Holders whatever the aggregate principal amount of the Securities Tier 1 BCNs held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change amend the provisions for redemption of the Tier 1 BCNs or any date fixed for payment of interest on the Tier 1 BCNs, (ii) to reduce or cancel the principal amount of, or Distribution any premium payable on redemption of, the Tier 1 BCNs, (including any Arrears iii) to reduce the rate or rates of Distribution and any Additional Distribution Amount) interest in respect of the Securities, Tier 1 BCNs or to reduce vary the method or basis of calculating the rate or rates or amount of principal interest or Distribution (including the basis for calculating the amounts of any Arrears of Distribution and any Additional Distribution Amount) payable on any date interest in respect of the SecuritiesTier 1 BCNs, (iv) to alter the vary any method of of, or basis for, calculating the amount of any payment in respect amounts payable on redemption of the Securities Tier 1 BCNs, (v) to vary the Specified Currency or currencies of payment or denomination of the date for any such paymentTier 1 BCNs, (vi) to change modify the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Holders or the majority required to pass an the Extraordinary Resolution, (vii) to modify or cancel the Guarantee, or (viii) to amend or modify the provisions relating to the Contingency Event Conversion or the Viability Event Conversion, in which case the necessary quorum shall be one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Tier 1 BCNs for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Holders (each, a "Reserved Matter"whether or not they were present at the meeting at which such resolution was passed)) may only . A resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the Tier 1 BCNs outstanding shall for all purposes be sanctioned by as valid and effective as an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorumduly convened and held. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) Such a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders Holders. No modification to these Conditions or the Guarantee (whether pursuant to this Condition 13 or otherwise) shall become effective unless the Issuer shall have received no objection from the Regulator. On or after a Substitution Date, if the Issuer is CSG and (ii) a resolution passed by way if Swiss law then so requires, the mandatory provisions of electronic consents through the clearing systems by or on behalf Swiss law in relation to meetings of Holders shall apply and prevail in the case of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding any conflict with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matterprovisions of Conditions 13(a) and 13(b).

Appears in 2 contracts

Samples: Terms And (Credit Suisse Group Ag), Credit Suisse Group Ag

Meetings of Holders. The Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the aggregate principal amount of the outstanding Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Securities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal (i) to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, (ii) to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, (iii) to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, (iv) to change the currency of payments under the Securities, (v) to amend the subordination provisions in the Deed of Covenant or (vi) to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Appears in 1 contract

Samples: Agency Agreement (PCGI Intermediate Holdings LTD)

Meetings of Holders. The Agency Agreement Trust Deed contains provisions for convening meetings of Holders the Bondholders to consider matters relating to the Securitiesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any of the provisions of the Trust Deed, the Agency Agreement or the Standby Letter of Credit. Such a meeting may be convened by the Trustee or the Issuer and shall be convened by them the Trustee upon the request in writing of Holders from Bondholders holding not less than one tenth of the 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding Securities(as defined in the Trust Deed) and subject to the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half of the 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding Securities or(as defined in the Trust Deed), or at any adjourned meeting, meeting two or more persons being or representing Holders Bondholders whatever the principal amount of the Securities Bonds held or represented; provided, howeverunless the business of such meeting includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed (each, that certain proposals a “Reserved Matter”), including consideration of proposals, inter alia, (including any proposal i) to change any date fixed for payment of principal modify the Maturity Date or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) the dates on which interest is payable in respect of the SecuritiesBonds, (ii) to reduce or cancel the principal amount of principal or Distribution (including of, any Arrears of Distribution and any Additional Distribution Amount) premium payable on any date in respect of redemption of, or interest on, the SecuritiesBonds, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, (iii) to change the currency of payments under payment of the SecuritiesBonds, (iv) to amend modify the subordination provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution Resolution, or (eachv) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a "Reserved Matter"replacement of, the Standby Letter of Credit in connection with a further issue of securities pursuant to Condition 15 or modification pursuant to Condition 12(b)) may only be sanctioned by ), in which case the necessary quorum for passing an Extraordinary Resolution passed at a meeting of Holders at which will be two or more persons holding or representing not less than three quarters or75 per cent., or at any such meeting adjourned meetingfor lack of quorum not less than 25 per cent., one quarter of the in aggregate principal amount of the Bonds then outstanding Securities form a quorum(as defined in the Trust Deed). Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the HoldersBondholders, whether or not they were present or notat the meeting at which such resolution was passed. In addition, (i) The Trust Deed provides that a resolution in writing signed by or on behalf of Holders the Bondholders of not less than 90 per cent. of the in aggregate principal amount of Securities the Bonds for the time being outstanding will take effect (as if it were defined in the Trust Deed) shall for all purposes be as valid and effective as an Extraordinary Resolution, whether Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document document, or several documents in the same form, form each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterBondholders.

Appears in 1 contract

Samples: www1.hkexnews.hk:443

Meetings of Holders. The Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the aggregate principal amount of the outstanding Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Securities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, to change the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Appears in 1 contract

Samples: Agency Agreement (PCGI Intermediate Holdings LTD)

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Meetings of Holders. The Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the aggregate principal amount of the outstanding Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Securities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, to change the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter. So long as the Securities are represented by the Global Certificate and the Global Certificate is held on behalf of Euroclear or Clearstream or the Alternative Clearing System, notices to Holders may be given by delivery of the relevant notice to Euroclear or Clearstream or the Alternative Clearing System, for communication by it to entitled account holders in substitution for notification as required by these Conditions and shall be deemed to have been given on the date of delivery to such clearing system.

Appears in 1 contract

Samples: Agency Agreement (PCGI Intermediate Holdings LTD)

Meetings of Holders. The Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securitiesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the 10 per cent. in aggregate principal amount of the outstanding SecuritiesTier 1 BCNs for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will shall be two one or more persons holding or representing one more than half of the a clear majority in aggregate principal amount of the outstanding Securities orTier 1 BCNs for the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Holders whatever the aggregate principal amount of the Securities Tier 1 BCNs held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change amend the provisions for redemption of the Tier 1 BCNs or any date fixed for payment of interest on the Tier 1 BCNs, (ii) to reduce or cancel the principal amount of, or Distribution any premium payable on redemption of, the Tier 1 BCNs, (including any Arrears iii) to reduce the rate or rates of Distribution and any Additional Distribution Amount) interest in respect of the Securities, Tier 1 BCNs or to reduce vary the method or basis of calculating the rate or rates or amount of principal interest or Distribution (including the basis for calculating the amounts of any Arrears of Distribution and any Additional Distribution Amount) payable on any date interest in respect of the SecuritiesTier 1 BCNs, (iv) to alter the vary any method of of, or basis for, calculating the amount of any payment in respect amounts payable on redemption of the Securities Tier 1 BCNs, (v) to vary the Specified Currency or currencies of payment or denomination of the date for any such paymentTier 1 BCNs, (vi) to change modify the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Holders or the majority required to pass an the Extraordinary Resolution, (vii) to modify or cancel the Guarantee, or (viii) to amend or modify the provisions relating to the Contingency Event Conversion or the Viability Event Conversion, in which case the necessary quorum shall be one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Tier 1 BCNs for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Holders (each, a "Reserved Matter"whether or not they were present at the meeting at which such resolution was passed)) may only . A resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the Tier 1 BCNs outstanding shall for all purposes be sanctioned by as valid and effective as an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorumduly convened and held. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) Such a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders Holders. No modification to these Conditions or any other provisions of the Agency Agreement or the Guarantee (whether pursuant to this Condition 13 or otherwise) shall become effective unless the Issuer shall have received approval from the Regulator (provided that, at the relevant time, there is a requirement to obtain such approval). On or after a Substitution Date, if the Issuer is CSG and (ii) a resolution passed by way if Swiss law then so requires, the mandatory provisions of electronic consents through the clearing systems by or on behalf Swiss law in relation to meetings of Holders shall apply and prevail in the case of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding any conflict with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matterprovisions of Conditions 13(a) and 13(b).

Appears in 1 contract

Samples: Agency Agreement (Credit Suisse Group Ag)

Meetings of Holders. The Agency Agreement Trust Deed contains provisions for convening meetings of Holders to consider matters relating to the Securitiesaffecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than one tenth of the aggregate 10 per cent. in principal amount of the outstanding SecuritiesSecurities for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate 50 per cent. in principal amount of the outstanding Securities orfor the time being outstanding, or at any adjourned meeting, meeting two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change any modify the maturity of the Securities or the date fixed for payment of principal or on which a Distribution (including any Arrears of Distribution and any Additional Distribution Amount) is payable in respect of the Securities, (ii) to reduce or cancel the principal amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or to reduce the date for any such paymentDistribution Rate payable on the Securities, (iii) to change the currency of payments under payment of the Securities, (iv) to amend the subordination provisions in of the Trust Deed of Covenant and/or Conditions or (v) to change modify the provisions concerning the quorum requirements relating to meetings required at any meeting of Holders or the majority required to pass an Extraordinary Resolution (eachResolution, a "Reserved Matter")) may only in which case the necessary quorum will be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or75 per cent., or at any adjourned meetingmeeting not less than 25 per cent., one quarter of the aggregate in principal amount of the outstanding Securities form for the time being outstanding. The Trust Deed provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast of such meeting shall be binding on all the Holders, whether present or not. In addition, resolution; (iii) a resolution in writing signed by or on behalf of the Holders of not less than 90 75 per cent. of the aggregate in principal amount of the Securities outstanding; and (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of Holders of not less than 75 per cent. in principle amount of the Securities outstanding shall each for the time being outstanding will take effect all purposes be as if it were valid and effective as an Extraordinary Resolution, whether Resolution passed at a meeting of Holders duly convened and held. A resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. Any Extraordinary Resolution duly passed shall be binding on Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matterthey were present at the meeting at which such resolution was passed or whether or not they voted on the resolution).

Appears in 1 contract

Samples: Agency Agreement

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