Common use of Meeting Process Clause in Contracts

Meeting Process. (a) A meeting held under this clause 9.5 must be held at a time and place (as determined by Aurizon Network acting reasonably) in Brisbane on a Business Day during normal business hours not less than 10 Business Days, and not more than 15 Business Days, after the date that Aurizon Network gives the Study Funder a meeting invitation. (b) At the meeting, the Study Funder, the Other Study Funders and Aurizon Network must agree in writing upon: (i) whether the Study Funder and/or one of more of the Other Study Funders (Continuing Study Funders) continue to fund and Aurizon Network will continue carrying out the Rail Study; and (ii) any necessary amendments to vary: (A) in the case of the Study Funder, the Study Funder’s Study Commitment; and (B) in the case of any Other Study Funder, its “Study Funder’s Study Commitment” (as defined in its Other Funding Agreements), so that, in aggregate, the Continuing Study Funders are obliged to fund, in addition to their Initial Commitments, at least 115% of the Funding Shortfall on the terms of, subject to clause 9.5(b)(iii), this Agreement and/or their Other Funding Agreements (as applicable); (iii) agree in writing to any consequential variations to this Agreement and/or their Other Funding Agreements (as applicable) required, including as a consequence of the Continuing Study Funders being obliged to fund, in addition to their Initial Commitments, at least 115% of the Funding Shortfall; and (iv) provide Aurizon Network with additional Bank Guarantees that, in aggregate, equal at least 115% of the Funding Shortfall. (c) If clause 9.5 applies but the Study Funder is not a Continuing Study Funder, then this Agreement will automatically terminate without the need for either Party to give notice of termination to the other Party on the date that the sum of: (i) the Loaned Amount; and (ii) any amounts which are due for payment, but not yet paid, by the Study Funder under a Drawdown Notice given by Aurizon Network, equals the maximum aggregate amount that the Study Funder is obliged to lend to Aurizon Network under this Agreement. (d) If clause 9.5 applies but the Study Funder and all Other Study Funders are not Continuing Study Funders, then Aurizon Network: (i) will have no obligation to continue to carry out, or to procure the carrying out of, the Rail Study; and (ii) the Study Funder and each Other Study Funder will be taken to have jointly given Aurizon Network a notice of termination under clause 17.1(a).

Meeting Process. (a) A meeting held under this clause 9.5 (a) must be held at a time and place (as determined by Aurizon Network acting reasonably) in Brisbane on a Business Day during normal business hours not less than 10 Business Days, and not more than 15 Business Days, after the date that Aurizon Network gives the Study Funder a meeting invitation. (b) At the meeting, the Study Funder, the Other Study Funders and Aurizon Network must agree in writing upon: (i) whether the Study Funder and/or one of more of the Other Study Funders (Continuing Study Funders) continue to fund and Aurizon Network will continue carrying out the Rail Study; and (ii) any necessary amendments to vary: (A) in the case of the Study Funder, the Study Funder’s Study Commitment; and (B) in the case of any Other Study Funder, its “Study Funder’s Study Commitment” (as defined in its Other Funding Agreements), so that, in aggregate, the Continuing Study Funders are obliged to fund, in addition to their Initial Commitments, at least 115% of the Funding Shortfall on the terms of, subject to clause 9.5(b)(iii), this Agreement and/or their Other Funding Agreements (as applicable); (iii) agree in writing to any consequential variations to this Agreement and/or their Other Funding Agreements (as applicable) required, including as a consequence of the Continuing Study Funders being obliged to fund, in addition to their Initial Commitments, at least 115% of the Funding Shortfall; and (iv) provide Aurizon Network with additional Bank Guarantees that, in aggregate, equal at least 115% of the Funding Shortfall. (c) If clause 9.5 1.1 (a) applies but the Study Funder is not a Continuing Study Funder, then this Agreement will automatically terminate without the need for either Party to give notice of termination to the other Party on the date that the sum of: (i) the Loaned Amount; and (ii) any amounts which are due for payment, but not yet paid, by the Study Funder under a Drawdown Notice given by Aurizon Network, equals the maximum aggregate amount that the Study Funder is obliged to lend to Aurizon Network under this Agreement. (d) If clause 9.5 1.1 (a) applies but the Study Funder and all Other Study Funders are not Continuing Study Funders, then Aurizon Network: (i) will have no obligation to continue to carry out, or to procure the carrying out of, the Rail Study; and (ii) the Study Funder and each Other Study Funder will be taken to have jointly given Aurizon Network a notice of termination under clause 17.1(a).