Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. --------
(1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating in a recognized medallion signature guarantee program.
(2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting.
(3) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy.
(4) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.
Determination of Voting Rights. Conduct and Adjournment of Meetings 53 Section 14.06. Counting Votes and Recording Action of Meetings 53 Section 15.01. Guarantee 54 Section 15.02. Execution and Delivery of Guarantee 55 Section 15.03. Limitation of Guarantor’s Liability; Certain Bankruptcy Events 56 Section 15.04. Release of Guarantor of Guarantee Obligations 56
Determination of Voting Rights. Conduct and Adjournment of Meetings 91 Section 15.06. Counting Votes and Recording Action of Meetings 92
Determination of Voting Rights. Conduct and Adjournment of Meetings
Determination of Voting Rights. For purposes of the Indenture all Holders of Initial Securities and Exchange Securities shall vote together under the Indenture.
Determination of Voting Rights. Conduct and Adjournment of Meetings 59 SECTION 9.6 Counting Votes and Recording Action of Meetings 59 ARTICLE X - COVENANTS 60 SECTION 10.1 Payment of Principal, Premium and Interest 60 SECTION 10.2 Maintenance of Offices or Agencies 60 SECTION 10.3 Money for Security Payments To Be Held in Trust 61 SECTION 10.4 [Reserved] 62 SECTION 10.5 Existence 62 SECTION 10.6 Maintenance of Properties 62 SECTION 10.7 Payment of Taxes and Other Claims 62 SECTION 10.8 Registration and Listing 62 SECTION 10.9 Statement by Officers as to Default 63 SECTION 10.10 Delivery of Certain Information 63 SECTION 10.11 Resale of Certain Securities 63 SECTION 10.12 Registration Rights 64 SECTION 10.13 Waiver of Certain Covenants 65 ARTICLE XI - REDEMPTION OF SECURITIES 65 SECTION 11.1 Right of Redemption 65 SECTION 11.2 Applicability of Article 65 SECTION 11.3 Election to Redeem; Notice to Trustee 66 SECTION 11.4 Selection by Trustee of Securities To Be Redeemed 66 SECTION 11.5 Notice of Redemption 66 SECTION 11.6 Deposit of Redemption Price 67 SECTION 11.7 Securities Payable on Redemption Date 67 SECTION 11.8 Securities Redeemed in Part 68 SECTION 11.9 Conversion Arrangement on Call for Redemption 68 ARTICLE XII - CONVERSION OF SECURITIES 68
SECTION 12.1 Conversion Privilege and Conversion Rate 68 SECTION 12.2 Exercise of Conversion Privilege 69 SECTION 12.3 Fractions of Shares 70 SECTION 12.4 Adjustment of Conversion Rate 71 SECTION 12.5 Notice of Adjustments of Conversion Rate 74 SECTION 12.6 Notice of Certain Corporate Action 75 SECTION 12.7 Company to Reserve Common Stock 75 SECTION 12.8 Taxes on Conversions 76 SECTION 12.9 Covenant as to Common Stock 76 SECTION 12.10 Cancellation of Converted Securities 76 SECTION 12.11 Provision in Case of Consolidation, Merger or Sale of Assets 76 SECTION 12.12 Responsibility of Trustee for Conversion Provisions 77 ARTICLE XIII - SUBORDINATION OF SECURITIES 77 SECTION 13.1 Securities Subordinate to Senior Indebtedness 77 SECTION 13.2 No Payment in Certain Circumstances; Payment Over of Proceeds Upon Dissolution, Etc. 78 SECTION 13.3 Prior Payment to Senior Indebtedness Upon Acceleration of Securities 79 SECTION 13.4 Payment Permitted If No Default 80 SECTION 13.5 Subrogation to Rights of Holders of Senior Indebtedness 80 SECTION 13.6 Provisions Solely to Define Relative Rights 80 SECTION 13.7 Trustee to Effectuate Subordination 81 SECTION 13.8 No Waiver of Subordination Provisions 81 SECTION 13.9 Notice to Trustee 81 SECTION 13.10 Reliance ...
Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings.................................................... 99 -------- Section 1506. Counting Votes and Recording Action of Meetings.............
Determination of Voting Rights. For purposes of this Indenture, all Holders of Initial Series F Securities and Exchange Series F Securities shall vote together as Holders of Series F Securities under the Indenture.
Determination of Voting Rights. Conduct and Adjournment of Meetings 59 Section 11.11. Counting Votes and Recording Action of Meetings 60 ARTICLE TWELVE SINKING FUNDS 60 Section 12.01. Applicability of Article 60 Section 12.02. Satisfaction of Sinking Fund Payments with Securities 61 Section 12.03. Redemption of Securities for Sinking Fund 61 ARTICLE THIRTEEN MISCELLANEOUS 62 Section 13.01. Trust Indenture Act Controls 62 Section 13.02. Notices 62 Section 13.03. Communication by Holders with Other Holders 64 Section 13.04. Certificate and Opinion as to Conditions Precedent 64 Section 13.05. Statements Required in Certificate or Opinion 64 Section 13.06. When Treasury Securities Disregarded 64 Section 13.07. Legal Holidays 65 Section 13.08. Governing Law 65 Section 13.09. No Adverse Interpretation of Other Agreements 65 Section 13.10. Successors 65 Section 13.11. No Recourse Against Others 65 Section 13.12. Duplicate Originals 66 Section 13.13. Separability 66 Section 13.14. Securities in Foreign Currencies 66 INDENTURE dated as of October 11, 2000, between Natural MicroSystems Corporation, a corporation incorporated under the laws of Delaware (the "Company"), and State Street Bank and Trust Company, a Massachusetts banking corporation, as trustee hereunder ("Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company's Securities issued hereunder:
Determination of Voting Rights. Conduct and Adjournment of Meetings .. 100 SECTION 1606. Counting Votes and Recording Action of Meetings . . . . . . . . . . .. 101 ARTICLE SEVENTEEN Miscellaneous SECTION 1701. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102 -vii- 10 INDENTURE, dated as of ________________, 199_, among Starwood Lodging Trust, a Maryland real estate investment trust (the "TRUST"), Starwood Lodging Corporation, a Maryland corporation (the "CORPORATION" and, together with the Trust, the "COMPANIES"), having their principal offices at 2231 X. Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 xxx 2231 X. Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, xxspectively, and __________________________, a ____________________________, as Trustee (herein called the "TRUSTEE").
