Extraordinary Resolutions. If an Extraordinary Resolution has been proposed at a duly convened meeting of Noteholders to modify any provision of, or action in respect of, these Conditions and other affected series of debt securities, as the case may be, the Aggregation Agent will, as soon as practicable after the time the vote is cast, calculate whether holders of a sufficient portion of the aggregate principal amount of the outstanding Notes and, where relevant, each other affected series of debt securities, have voted in favour of the Extraordinary Resolution such that the Extraordinary Resolution is passed. If so, the Aggregation Agent will determine that the Extraordinary Resolution has been duly passed.
Extraordinary Resolutions. An Extraordinary Resolution shall be any resolution which seeks to:
1. modify the date of maturity of the Notes or reduce the amount of principal payable on any such date;
2. reduce or cancel the principal amount payable on the Notes;
Extraordinary Resolutions. (a) (Powers) A meeting of Voting Mortgagees shall, without prejudice to any rights or powers conferred on other persons by this deed, have power exercisable by Extraordinary Resolution:
(i) to direct the Security Trustee in the action that should be taken by it following the occurrence of an Event of Default or the Charge or this deed becoming enforceable;
(ii) to sanction any action that the Security Trustee or a Receiver proposes to take to enforce the provisions of this deed;
(iii) to sanction any proposal by the Trust Manager, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Mortgagees against the Chargor or the Trust Manager whether such rights shall arise under this deed, the Trust Documents or otherwise;
(iv) to sanction the exchange or substitution of the Secured Moneys for, or the conversion of the Secured Moneys into, bonds or other obligations or securities of the Chargor or any body corporate formed or to be formed;
(v) to assent to any modification of the provisions contained in this deed which may be proposed by the Chargor, the Trust Manager or the Security Trustee;
(vi) to give any authority, direction, guidance or sanction sought by the Security Trustee from the Voting Mortgagees; -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
(vii) to appoint any persons (whether Voting Mortgagees or not) as a committee or committees to represent the interests of the Voting Mortgagees and to confer on such committee or committees any powers or discretions which the Voting Mortgagees could themselves exercise by Extraordinary Resolution;
(viii) to approve a person proposed to be appointed as a new Security Trustee for the time being;
(ix) to discharge or exonerate the Security Trustee from any liability in respect of any act or omission for whichit may become responsible under this deed;
(x) to do any other thing which under this deed is required to be given by an Extraordinary Resolution of the Mortgagees;
(xi) to authorise the Security Trustee or any other person to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; or
(xii) to determine whether the Security Trustee should or should not perform an Act (as defined in clause 40.17), and any such Extraord...
Extraordinary Resolutions. An Extraordinary Resolution shall be any resolution which seeks to:
1. modify the date of maturity of the Notes or reduce the amount of principal payable on any such date;
2. reduce or cancel the principal amount payable on the Notes;
3. reduce the amount payable or modify the method of calculating the amount payable or modify the date of payment in respect of any interest on the Notes;
4. alter the currency in which payments are made on the Notes; and
5. alter in any manner the provisions which govern meetings, Ordinary Resolutions and Extraordinary Resolutions. An Extraordinary Resolution may, subject to the next paragraph, be passed by three-quarters of persons present and can only be made at a meeting at which the necessary quorum will be one or more persons holding or representing not less than a clear majority in nominal amount of the Notes for the time being outstanding. At any adjourned meeting for an Extraordinary Resolution, the necessary quorum will be one or more persons present holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. of: An Extraordinary Resolution may also be passed by the Noteholders by way (i) a resolution in writing signed by or on behalf of the holders of not less than three- quarters in nominal amount of the Notes for the time being outstanding; or
Extraordinary Resolutions. Resolutions, actions and decisions of the Members shall be adopted, taken or made at an Extraordinary Members Meeting by the affirmative vote of Members (or their representatives) representing 75% or more of the total votes of the Members with respect to the following matters ("Extraordinary Resolutions"), unless such matters shall have been approved by the Board of Managers or are required by law to be approved of by the Members:
(a) Any merger, consolidation or similar amalgamation of the Company, or the Transfer during any fiscal year, exceeding an aggregate of more than 20% of the Fair Market Value of the Company's total assets;
(b) The appointment or removal of auditors;
(c) Any proposal for additional contributions of capital, other than with respect to the contributions made pursuant to Section 3.2; -----------
(d) Any proposals for the Company to accept contributions of or conversions of debt-to-capital from third parties in exchange for Capital Interests;
(e) Any proposals by a Member to Transfer all of its Capital Interests or a portion of the Value of its Capital Interest other than as permitted by this Agreement;
(f) The dissolution of the Company;
(g) Any acquisitions or capital expenditures during any fiscal year exceeding an aggregate of more than 20% of the Fair Market Value of the Company's total assets;
(h) The amendment of the Organizational Documents;
(i) Entering into a transaction or series of transactions with any Affiliate (or any Person in which a Member or its Affiliate has a 10% or greater equity interest), member of the Board of Managers, officer, or executive of the Company or a Member (or any individual who is a member of the immediate family of such manager, officer or executive) that in the aggregate will have a value during any fiscal year in excess of $100,000;
(j) Incurring additional indebtedness if the ratio of debt to total capitalization of the Company would exceed 60% after giving effect to such borrowing;
(k) Borrowing for the purpose of accomplishing any matter listed in Section 5.7; and -----------
(l) Making payments of liquidating or partially liquidating dividends.
Extraordinary Resolutions. At a meeting of the then Voting Secured Creditors referred to in clause 8.1(b) or by a resolution in writing signed by all Voting Secured Creditors, the Voting Secured Creditors may direct the Security Trustee by Extraordinary Resolution to:
(a) (Accelerate Secured Moneys): declare the Secured Moneys immediately due and payable under clause 9.6;
Extraordinary Resolutions. 6.1. An Extraordinary Resolution passed at a meeting of the holders of A Ordinary Shares duly convened and held in accordance with this Agreement will be binding upon all the holders of A Ordinary Shares whether or not present at the meeting, and each of the holders of A Ordinary Shares will be bound to give effect thereto accordingly.
7.2.1. Notwithstanding any other provision of this Agreement, a resolution in writing signed by all the holders of A Ordinary Shares shall be as effective as if it had been passed at a meeting of holders of A Ordinary Shares duly convened and held. Any such resolution shall take effect as of the date of the signing of the same by the last holder of A Ordinary Shares to sign the same.
7.2.2. Notwithstanding any other provision of this Agreement, a resolution in writing signed by the requisite majority of holders of A Ordinary Shares shall be as effective as if it had been passed at a meeting of the holders of A Ordinary Shares duly convened and held. Any such resolution shall take effect as of the date of the signing of the same by the last holder of A Ordinary Shares to sign the same. For the purpose of this clause, “requisite majority of holders of A Ordinary Shares ”means a holder or holders of A Ordinary Shares who alone or together, at the time of the signing of the resolution concerned, hold and represent more than sixty seven percent (67%) or fifty percent (50%) as the case may be of the number of issued A Ordinary Shares who, at that time, would have the right to attend and vote at a meeting of the A Ordinary Shareholders.
Extraordinary Resolutions.
(a) An Extraordinary Resolution, passed at a meeting of the Debentureholders held in accordance with the provisions hereof, shall be binding upon all Debentureholders and upon each and every Debentureholder whether present at or absent from the meeting at which such Extraordinary Resolution is approved and whether or not signing any signed Extraordinary Resolution in the manner permitted hereby, and each and every Debentureholder and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect thereto accordingly.
(b) The expression "Extraordinary Resolution" when used in this Indenture means, subject as hereinafter in this Article 16 provided, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Debentureholders duly convened for the purpose and held in accordance with the provisions of this Article 16 at which, subject to Subsection 16.3(c), holders of at least more than fifty percent (50%) in principal amount of the Debentures then outstanding are present in person or by proxy and passed by the favourable votes of the holders of not less than sixty-six and two thirds percent (66 2/3%) of the principal amount of Debentures represented at the meeting and voted on a poll upon such resolution.
(c) If, at any such meeting, holders of more than fifty percent (50%) in principal amount of the Debentures outstanding are not present in person or by proxy within thirty (30) minutes after the time appointed for the meeting, then the meeting, if convened by Debentureholders or by the Trustee on a request of Debentureholders shall be terminated: but if otherwise convened the meeting shall stand adjourned to such date, being not less than fourteen
Extraordinary Resolutions. A meeting of the Bondholders, in addition to the powers expressed in this Deed, but without prejudice to any powers conferred on the Supervisor by this Deed, has the following powers exercisable by Extraordinary Resolution namely:
(a) Sanction proposal in respect of the Deed or Bonds
Extraordinary Resolutions. (1) An Extraordinary Resolution, passed at a meeting of the Lenders held in accordance with the provisions hereof, shall be binding upon all the Lenders and upon each and every Lender whether present or absent and each and every shall be bound to give effect thereto accordingly.
