Holders Meetings. (a) A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Section 7.05 for any of the following purposes: (1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V; (2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI; (3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. (b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, 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 to Holders of such series in the manner and to the extent provided in Section 1.05. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting. (c) In case at any time the Company, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph. (d) To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security of the series with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such Xxxxxx. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel. (e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice. (f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (g) Nothing contained in this Section 7.05 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 9 contracts
Samples: Indenture (Midamerican Energy Co), Indenture (Midamerican Energy Co), Indenture (Midamerican Energy Co)
Holders Meetings. (a) A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Section 7.05 for any of the following purposes:
(1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, 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 to Holders of such series in the manner and to the extent provided in Section 1.05. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting.
(c) In case at any time the Company, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph.
(d) To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security of the series with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such XxxxxxHolder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained in this Section 7.05 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 3 contracts
Samples: Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc)
Holders Meetings. (a) A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Section 7.05 for any of the following purposes:
(1) to give any notice to the The Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of the Holders of the Debt Securities of any series for the purpose of considering and acting upon any proposed amendment, supplement or waiver in respect of the Debt Securities of such series to take be authorized pursuant to this Article 9 or any action specified in paragraph (a) other matter of this Section 7.05, interest to the Holders of the Debt Securities of such series. The meeting will be held at such time or times simultaneously in Buenos Aires and at such place or places as in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each other, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. In addition, the Company or the Trustee shall upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities of any series shall determine. Notice of every call such a meeting of the Holders of the Debt Securities of such series. In the event the Company or the Trustee shall fail to call a meeting requested by the Holders of the Debt Securities of such series as provided in the immediately preceding sentence, the meeting may he called by the CNV or by a competent court. If a meeting is being held pursuant to a request of Holders of the Debt Securities of any series, the agenda for such meeting shall be that set forth in the request made by such Holders and such meeting shall be convened within 40 days from the date such request is received by the Company or the Trustee. Notice of any meeting of Holders of the Debt Securities of any series, setting forth the date, time and the place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken at such meeting), shall be given to Holders of such series in the manner and to the extent provided as specified in Section 1.05. Such 10.01 at least twice, the first such notice shall to be given not less than 20 nor more than 40 days prior to the date fixed for the meeting and, in addition, shall be published on five different days, not less than 10 days nor more than 90 30 days prior to the date fixed for the meeting.
(c) In case at any time , in the Company, or the Holders of at least 10% in aggregate principal amount Official Gazette of the Outstanding Securities Republic of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth Argentina (Boletin Oficial de la Republica Argentina) and in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided another widely circulated newspaper in the preceding paragraph.
(d) Republic of Argentina. To be entitled to vote at any a meeting of Holders of the Debt Securities of any series a Person shall be (ai) a Holder of a Security one or more of the Debt Securities of such series with respect as of the relevant record date determined pursuant to which such meeting is being held this Indenture or (bii) a Person appointed by an instrument in writing as agent or proxy by such Xxxxxxa Holder of Debt Securities of such series of one or more Debt Securities of such series; provided that a Person appointed as chairman of a meeting may not be appointed as proxy. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such meeting and their counsel financial and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and legal counsels, any representatives of the Company and its counselfinancial and legal counsels, any representatives of the Trustee and its financial and legal counsels and any representative of the CNV and each stock exchange, if any, on which the Debt Securities of such series are listed, if the rules of such exchange so require.
(b) The Persons entitled to vote 51% in aggregate principal amount of the Debt Securities of any series at the time outstanding shall constitute a quorum at any such meeting of Holders of Debt Securities of such series. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, within thirty minutes of the time appointed for any such meeting, the meeting may, to the extent permitted by law, be adjourned for a period of not less than 10 days nor more than 30 days, as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above and, in addition, published in the Official Gazette of the Republic of Argentina and in another widely circulated newspaper in the Republic of Argentina, except that such notice need be published only for three days beginning not less than eight days prior to the date on which such meeting is scheduled to be reconvened. The Persons entitled to vote 51% in aggregate principal amount of the Debt Securities of such series at the time outstanding shall constitute a quorum at any such reconvened adjourned meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage in aggregate principal amount of Debt Securities of such series outstanding that shall constitute a quorum at such meeting.
(c) Any Holder of Debt Securities of any series who has executed an instrument in writing appointing a Person as proxy who is present at a meeting of Holders of Debt Securities of such series shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Holder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Holders of Debt Securities of such series duly held in accordance with this Section 9.06 shall, if otherwise in compliance with this Indenture, be binding on all the Holders of Debt Securities of such series whether or not present or represented at the meeting.
(d) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank, trust company or judicially certified in the manner provided under Argentine law. The following Persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of the Company, and managers and other employees of the Company. The holding of Debt Securities shall be proved by the Register maintained in accordance with Section 2.15 or by a certificate or certificates of the Trustee; provided that the holding of a beneficial interest in a Global Debt Security shall be proved by a certificate or certificates of the Depositary.
(e) Notwithstanding A representative of the Trustee shall act as the chairman of a meeting of Holders of Debt Securities of any other provisions series. If the Trustee fails to designate its own representative to act as chairman of this Indenturesuch meeting, the Trustee for any shall designate a representative of the Holders of Debt Securities of such series may make to so act, and if no representative shall have been so designated, the Company shall designate a Person to act as chairman of such reasonable regulations meeting. If the Company fails to designate such a Person, the CNV or the competent court shall designate a Person to act as it may deem advisable for chairman. The secretary of such meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Debt Securities of such series present or represented at such meeting. At any meeting of Holders of such Debt Securities of any series, in regard to proof each Holder of the holding of Debt Securities of such series 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 or such other matters concerning the conduct of the meeting as it shall deem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or Holder's proxy therefor shall be entitled to one vote for each $1,000 U.S.$1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01) of Debt Securities of such series held by such Holder or so represented by himsuch Holder; provided, however, provided that no vote shall be cast or counted at any meeting in respect of any Debt Security of such series challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue except as a Holder of Outstanding Debt Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such seriesHolder's proxy. Any meeting of Holders with respect to of Debt Securities of any series duly called at which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 quorum is present may be adjourned from one time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held of Debt Securities of any series shall be by written ballots ballot on which shall be subscribed the signatures of the Holders of Debt Securities of such Holders series or of their representatives by proxy proxies and on which shall be inscribed the serial number or numbers of the Debt Securities of such series held or represented by them. The permanent chairman of the such meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting such meeting, for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the such meeting. A record in duplicate of the proceedings of each any meeting of Holders of Debt Securities of any series shall be prepared by the secretary of the such meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons Persons having knowledge of the facts setting forth a copy of the notice of the such meeting and showing that said notice was transmitted published as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolutionabove. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the such meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at such meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained Decisions in this Section 7.05 respect of Debt Securities of any series shall be deemed made by the affirmative vote of 51% of the Holders in aggregate principal amount of Debt Securities of such series at the time outstanding present or construed to authorize or permit, by reason of any call of represented at a meeting of the Holders or any rights expressly or impliedly conferred hereunder of Debt Securities of such series at which a quorum is present; provided, however, that the unanimous affirmative vote of the Holders of Debt Securities of such series shall be required to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under adopt a valid decision on any of the provisions matters specified in clauses (1) through (8) of this Indenture or Section 9.02 as requiring the consent of the Securities each Holder of any serieseach outstanding Debt Security of such series affected thereby.
Appears in 3 contracts
Samples: Indenture (Autopistas Del Sol Sa), Indenture (Autopistas Del Sol Sa), Indenture (Autopistas Del Sol Sa)
Holders Meetings. (a1) A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Section 7.05 for any of the following purposes:
(1i) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article ARTICLE V;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article ARTICLE VI;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b5) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, 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 to Holders of such series in the manner and to the extent provided in Section 1.05. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting.
(c6) In case at any time the Company, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph.
(d7) To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security of the series with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such Xxxxxx. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) 8) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice.
(f9) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g10) Nothing contained in this Section 7.05 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 3 contracts
Samples: Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc)
Holders Meetings. (a) A meeting of Holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions of this Section 7.05 705 for any of the following purposes:
(1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article VFive;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VISix;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and902;
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05705, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any seriesseries of Securities, 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 to Holders of such series in the manner and to the extent provided in Section 1.05105. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting.
(c) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph.
(d) To be entitled to vote at any meeting of Holders Holders, a Person shall be (ai) a Holder of a Security of the series with respect to which such meeting is being held held, or (bii) a Person appointed by an instrument in writing as agent or proxy by of such XxxxxxHolder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05705, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "“Outstanding," ” at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01301) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of proxy for one or more Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 705 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned reconvened following such adjournment without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05705. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained in this Section 7.05 705 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 1 contract
Samples: Indenture (Chesapeake Corp /Va/)
Holders Meetings. (a) A meeting of Holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions of this Section 7.05 705 for any of the following purposes:
(1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article VFive;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VISix;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and902;
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05705, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any seriesseries of Securities, 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 to Holders of such series in the manner and to the extent provided in Section 1.05105. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting.
(c) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph.
(d) To be entitled to vote at any meeting of Holders Holders, a Person shall be (ai) a Holder of a Security of the series with respect to which such meeting is being held held, or (bii) a Person appointed by an instrument in writing as agent or proxy by of such Xxxxxx. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05705, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01301) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of proxy for one or more Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 705 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned reconvened following such adjournment without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05705. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained in this Section 7.05 705 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.. ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Appears in 1 contract
Samples: Indenture (Richfood Holdings Inc)
Holders Meetings. (a) A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Section 7.05 for any of the following purposes:
(1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, 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 to Holders of such series in the manner and to the extent provided in Section 1.05. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting.
(c) In case at any time the Company, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph.
(d) To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security of the series with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such XxxxxxHolder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "“Outstanding," ” at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained in this Section 7.05 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 1 contract
Samples: Indenture (Midamerican Energy Co)
Holders Meetings. (a) SECTION 9.01. A meeting of Holders of Debt Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Section 7.05 Article Nine for any of the following purposes:
(1) to give any notice to the Company or to the Trustee for such seriesTrustee, or to give any directions to the Trustee for such seriesTrustee, or to consent to the waiving of waive any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article VSix;
(2) to remove the Trustee for such series and appoint a successor Trustee trustee pursuant to the provisions of Article VISeven;
(3) to consent to the execution of an indenture or indentures supplemental indentures hereto pursuant to the provisions of Section 9.0210.02; andor
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified percentage in aggregate principal amount of the Outstanding Debt Securities of any one or more or all series, as the case may be, under any other provision of this Indenture indenture or under applicable law.
(b) SECTION 9.02. The Trustee for any series may at any time call a meeting of Holders of such Debt Securities of any or all series to take any action specified in paragraph (a) of this Section 7.059.01, such meeting to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any seriesHolders, 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 to Holders of such Debt Securities of each series affected, in the manner and to the extent provided in Section 1.05. Such notice shall be given 14.05, not less than 20 days nor more than 90 180 days prior to the date fixed for the meeting; provided, however, that publication shall occur at least twice, with the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting.
(c) SECTION 9.03. In case at any time the Company, pursuant to a resolution of the Board of Directors, or the Holders of at least 10% ten percent in aggregate principal amount of the Outstanding Debt Securities of a any or all series or of all series, as the case may bethen Outstanding, shall have requested the Trustee for such series in writing to call a meeting of Holders of to take any or all such series by written action authorized in Section 9.01, which request setting shall set forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given mailed the notice of such meeting within 20 days after the receipt of such request, request then the Company or such the Holders of the percentage in aggregate principal amount of the Debt Securities above specified may determine the time or times and the place or places for such meetings meeting and may call such meetings to take any action authorized meeting by giving mailing or publishing notice thereof as provided in the preceding paragraphSection 9.02.
(d) SECTION 9.04. To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security one or more Debt Securities of any or all series, as the series case may be, with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such XxxxxxHolder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) SECTION 9.05. Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Debt Securities of such series and of the appointment of proxies, and proxies 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 in regard to such other matters concerning the conduct of the meeting as it shall deem appropriatethink fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 8.02 and the appointment of any proxy shall be proved in the manner specified in Section 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker or trust company satisfactory to the Trustee. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.059.03, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition provisions of "Outstanding," Section 8.04, at any meeting each Holder of a Debt Security of the series Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or in the case of Original Issue Discount Securities, such other principal amount to be determined as shall be specified as contemplated by Section 3.01provided in the definition of "Outstanding") of Debt Securities of such series held or represented by him; each Holder, provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt 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 other than by virtue except as a Holder or proxy. At any meeting of Outstanding Holders, the presence of persons holding or representing Debt Securities in an aggregate principal amount sufficient to take action on any business for the transaction of which such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such seriesmeeting was called shall constitute a quorum. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) Section 9.02 or (c) of this Section 7.05 9.03 may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount of the Debt Securities of any or all series, as the case may be, represented at the meeting and entitled to vote, whether or not a quorum be then present at such Holders present meeting, and the meeting may be held as so adjourned without further notice.
(f) SECTION 9.06. The vote upon any resolution submitted to any meeting of Holders of Debt Securities with respect to which such meeting is being held or represented by them shall be by written ballots on which shall be subscribed the signatures of such the Holders or of their representatives by proxy proxies and the serial number or numbers and principal amount of the Debt Securities of each series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted given as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated9.
(g) Nothing contained in this Section 7.05 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 1 contract
Samples: Indenture (General Mills Inc)
Holders Meetings. (a) A The Republic may at any time ask for written consents from or call a meeting of Holders of any or all series may be called the Securities at any time and from time to time pursuant to the provisions of this Section 7.05 for make, give or take any of the following purposes:
Modification (1as defined in Paragraph 22(a) above) to give any notice to the Company or to the Trustee for these Terms as hereinafter provided. Any such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05, to shall be held at such time or times and at such place or places as the Trustee for Republic shall determine and as shall be specified in a notice of such series a meeting that shall determine. Notice of every meeting of be furnished to the Holders of any series, setting forth the time Securities at least 30 days and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of such series in the manner and to the extent provided in Section 1.05. Such notice shall be given not less than 20 days nor more than 90 60 days prior to the date fixed for the meeting.
(c) . In case addition, the Trustee may at any time and from time to time call a meeting of Holders of the CompanySecurities for any such purpose, or to be held at such time and at such place as the Trustee shall determine and as shall be specified in a notice of such meeting that shall be furnished to the Holders of the Securities at least 30 days and no more than 60 days prior to the date fixed for the meeting. If, upon the occurrence of an Event of Default under Paragraph 5(a) the Holders of at least 10% in aggregate principal notional amount of the Securities at that time Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of the Holders of the Securities for any or all such series purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given call such meeting, to be held at such time and at such place as the notice of such meeting within 20 days after the receipt of such requestTrustee shall determine, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized purposes by giving notice thereof as provided thereof. Such notice shall be given at least 30 days and not more than 60 days prior to the meeting. Notice of every meeting of Holders of the Securities shall set forth in general terms the preceding paragraph.
(d) action proposed to be taken at such meeting. To be entitled to vote at any meeting of Holders of the Securities, a Person person shall be (a) a Holder of Outstanding Securities or a Security of the series with respect to which such meeting is being held or (b) a Person person duly appointed by an instrument in writing as agent or proxy by for such Xxxxxxa Holder. The only Persons who shall be At any meeting of Holders, other than a meeting to discuss a Reserved Matter (as defined in Paragraph 22(f)), the persons entitled to be present or vote a majority in aggregate notional amount of the Outstanding Securities shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to speak at vote 25% in aggregate notional amount of the Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of Holders shall be held to discuss a Reserved Matter, the Persons persons entitled to vote at such meeting and their counsel and any representatives 75% in aggregate notional amount of the Outstanding Securities shall constitute a quorum. The Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations and customary regulations, as it may shall deem advisable for any meeting of Holders of such series, in regard Securities with respect to the proof of the holding of the Securities of such series and of the appointment of proxiesproxies in respect of Holders of registered Securities, the record date for determining the registered owners of registered Securities who are entitled to vote at such meeting (which date shall be set forth in the notice calling such meeting hereinabove referred to and in regard which shall be not less than 15 nor more than 60 days prior to such meeting), the adjournment and chairmanship of such meeting, 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained in this Section 7.05 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 1 contract
Holders Meetings. (a) A meeting of Holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions of this Section 7.05 705 for any of the following purposes:
(1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article VFive;
(2) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VISix;
(3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 9.02; and902;
(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.
(b) The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in paragraph (a) of this Section 7.05705, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any seriesseries of Securities, 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 to Holders of such series in the manner and to the extent provided in Section 1.05105. Such notice shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting.
(c) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph.
(d) To be entitled to vote at any meeting of Holders Holders, a Person shall be (ai) a Holder of a Security of the series with respect to which such meeting is being held held, or (bii) a Person appointed by an instrument in writing as agent or proxy by of such XxxxxxHolder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.
(e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series 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. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in paragraph (c) of this Section 7.05705, in which case the Company or the Holders 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 a majority vote of the meeting. Subject to the provisos in the definition of "Outstanding," at any meeting each Holder of a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 3.01301) of Securities of such series 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 other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of proxy for one or more Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 7.05 705 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned reconvened following such adjournment without further notice.
(f) The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in paragraph (b) of this Section 7.05705. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.
(g) Nothing contained in this Section 7.05 705 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Securities of any series.
Appears in 1 contract
Samples: Indenture (Richfood Holdings Inc)
