Common use of Meetings of Bondholders Clause in Contracts

Meetings of Bondholders. The Fiscal Agency Agreement contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by Bondholders holding not less than 10% in principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”), in which case the necessary quorum will be two or more persons holding or representing not less than 66%, or at any adjourned meeting not less than 25%, in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than a majority in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 4 contracts

Samples: Original Agency Agreement, Agency Agreement, Original Agency Agreement (21Vianet Group, Inc.)

AutoNDA by SimpleDocs

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by Bondholders holding not less than 10% 10 per cent in the aggregate principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority more than 50 per cent. in principal amount of the Bonds for the time being outstandingoutstanding or, or at any adjourned meeting such meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (ia) to modify the maturity of the Bonds Bonds, the Optional Redemption Date or the dates on which interest is payable in respect of the BondsOptional Put Date, (iib) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Conditions 8(B), 8(C), 8(D) or 8(E), (c) to reduce or cancel the principal amount ofamount, any premium payable, any default interest payable on redemption of, or interest on, Equivalent Amount payable in respect of the BondsBonds or changing the method of calculation of interest, (iiid) to change the currency of denomination or payment of the Bonds, (e) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (ivf) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”)Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 66%66 per cent., or at any adjourned meeting not less than 25%33 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that a written resolution in writing signed by or on behalf of the holders of not less than a majority in 90 per cent. of the aggregate principal amount of Bonds for the Bonds time being outstanding shall for all purposes be as valid and effective as an a duly passed Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstandingResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 2 contracts

Samples: Subscription Agreement (Datang Telecom Technology & Industry Holdings LTD), Subscription Agreement (Semiconductor Manufacturing International Corp)

Meetings of Bondholders. The Fiscal Agency Agreement contains provisions for convening meetings Meetings of Bondholders may be convened to consider matters affecting their interests, including in- cluding the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsCon- ditions. Such All meetings of Bondholders will be held in accordance with the provisions of Article 568 sq. of the Belgian Company Code with respect to bondholders meetings; provided however that the Issuer shall, at its own expense, promptly convene a meeting may be convened by of Bondholders upon the request in writing of Bondholders holding not less than 10% in principal one-tenth of the aggregate prin- cipal amount of the Bonds for outstanding Convertible Bonds. Subject to the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear and majority re- quirements set out in principal amount Article 574 of the Bonds for Belgian Company Code, and if required thereunder subject to validation by the time being outstandingcourt of appeal of Brussels, or at any adjourned the meeting two or more persons being or representing of Bondholders whatever shall be entitled to exercise the principal amount powers set out in Article 568 of the Bonds held Belgian Company Code and to modify or representedwaive any provision of these Conditions, unless the business of such meeting includes consideration of proposals, inter alia, including a (i) proposal to modify the maturity change any date fixed for payment of the Bonds principal or the dates on which interest is payable in respect of the Convertible Bonds, to reduce the amount of principal or interest payable on any date in respect of the Convertible Bonds or to alter the method of calculating the amount of any payment in respect of the Converti- ble Bonds on redemption or maturity or the date for any such payment; (ii) proposal to reduce ef- fect the exchange, conversion or cancel substitution of the principal amount of, any premium payable on redemption ofConvertible Bonds for, or interest onthe conversion of the Convertible Bonds into, shares, bonds or other obligations or securities of the Bonds, Issuer or any other person or body corporate formed or to be formed; (iii) proposal to change the currency of payment in which amounts due in respect of the Bonds, Convertible Bonds are payable; or (iv) pro- posal to modify change any aspect of the provisions concerning Conversion Right; (v) proposal to change the quorum required re- quired at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoingResolution, a “Fundamental Change”)provided, in each case, such matters are sanctioned by an Extraordinary Resolu- tion passed at a meeting of Bondholders at which case the necessary quorum will be two or more persons holding or representing represent- ing not less than 66%three-quarters or, or at any adjourned meeting not less than 25%meeting, in one quarter of the aggregate principal amount of the outstanding Convertible Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution Resolutions duly passed in accordance with these provisions shall be binding on Bondholders (all Bond- holders, whether or not they were are present at the meeting at which and whether or not they vote in fa- vour of such resolution was passed)a resolution. The Fiscal Agency Agreement provides that a A resolution in writing signed by or on behalf of the holders of not less than a majority in principal amount of the Bonds outstanding all Bondholders shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several sev- eral documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 2 contracts

Samples: Paying and Conversion Agent, www.fsma.be

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested in writing by Bondholders holding not less than 10% 10 per cent. in aggregate principal amount of the Bonds for the time being outstandingoutstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution Resolution, or (each v) to modify or release the Standby Letter of Credit (i) through (iv) other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in the foregoing, connection with a “Fundamental Change”further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66%66.6 per cent., or at any adjourned meeting not less than 25%25 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than a majority 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Bondholders holding not less than 10% 10 per cent. in principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption ofor interest on, or to vary the method of calculating the rate of interest on, the Bonds, (iii) to change the currency of payment of the BondsBonds or the Coupons, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”)Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 66%75 per cent., or at any adjourned meeting not less than 25%25 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. The Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders Holders of not less than a majority 75 per cent. in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of the Bondholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provisions of these ConditionsConditions or any relevant provisions of the Trust Deed. Such a meeting may be convened by Bondholders the Board of Directors of the Issuer, the Guarantor or (subject to being indemnified an/or secured and/or prefunded to its satisfaction) the Trustee at its discretion and, in any event, upon the request of any Bondholder(s) holding not less than 10% 10 per cent. in principal nominal amount of the Bonds for the time being remaining outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will shall be two one or more persons present holding or representing a clear majority more than 50 per cent. in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify change the maturity Final Maturity Date or any date for payment of the Bonds interest or the dates on which interest is payable any other amount in respect of the Bonds, (ii) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Condition 11(b) or (c), (iii) to reduce or cancel the principal amount of, or any premium payable on redemption of, or interest on, the Bonds or to reduce the amount payable on redemption of the Bonds, (iiiiv) to reduce the rate of interest in respect of the Bonds or to vary the method or basis of calculating the rate of interest or the basis for calculating any other amount payable in respect of the Bonds, (v) to vary the method or the basis for calculating any amount payable in respect of the Bonds, (vi) to cancel the Exchange Rights or to modify the provisions relating to the Exchange Rights (other than an increase in the Exchange Property deliverable on exercise of Exchange Rights or an increase in the Cash Alternative Amount and/or Premium Compensation Amount), (vii) to change the currency of the denomination or of any payment in respect of the Bonds, or (ivviii) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution Resolution, (each ix) to change the governing law of the Bonds, the Trust Deed, the Guarantee Agreement, the Agency Agreement or the Calculation Agency Agreement, or (iix) through (iv) in to release the foregoing, a “Fundamental Change”)Guarantor from any of its obligations pursuant to the Guarantee, in which case the necessary quorum will shall be two one or more persons holding or representing not less than 66%75 per cent., or at any adjourned meeting not less than 25%25 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that (i) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in principal amount of the Bonds for the time being outstanding (a majority “Written Resolution”) and (ii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the Bondholders of not less than three-fourths in principal amount of the Bonds outstanding (an “Electronic Consent”) shall in each case for all purposes be as valid and effective take effect as an Extraordinary Resolution. A Written Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. A Written Resolution and/or Electronic Consent will be binding on all Bondholders whether or not they participated in such Written Resolution and/or Electronic Consent, as the case may be, and whether or not they voted in favour of such an Electronic Consent or signed such Written Resolution, as the case may be.

Appears in 1 contract

Samples: Simon Property Group L P /De/

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interestsrelating to the Bonds, including (without limitation) the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditionsthe Bond Documents and the Transaction Documents. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by either the Issuer, the Co-obligor or the Trustee and shall be convened upon the request in writing of Bondholders holding not less than 10% in one-tenth of the aggregate principal amount of the Bonds for the time being outstandingoutstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing a clear majority in more than one half of the aggregate principal amount of the Bonds for the time being outstandingthen outstanding Bonds, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that any proposal to (i) to modify the maturity change any date fixed for payment of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the amount of principal amount of, any premium or interest payable on redemption of, or interest on, any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, (iv) change the currency of payment of payments under the Bonds, or (ivv) to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary Resolution) may only be sanctioned by an Extraordinary Resolution (each of (i) through (iv) in where the foregoing, quorum for such a “Fundamental Change”), in which case the necessary quorum meeting will be two or more persons holding or representing not less than 66%662⁄3 per cent. of the aggregate principal amount of the then outstanding Bonds, or at any adjourned meeting meeting, two or more persons holding or representing not less than 25%, in 25 per cent. of the aggregate principal amount of the Bonds for then outstanding Bonds. An Extraordinary Resolution shall be effective when passed by a majority of not less than 75 per cent. of the time being outstandingvotes cast thereon. Any Extraordinary Resolution duly passed shall be binding on Bondholders (all the Bondholders, Couponholders and holders of Talons and Receipts, whether present or not they were present at the meeting at which such resolution was passed)not. The Fiscal Agency Agreement provides that In addition, a resolution in writing signed by or on behalf of the holders of not less than a majority in principal amount 75 per cent. or more of the Bonds outstanding shall Bondholders who for all purposes be as valid and effective as an Extraordinary Resolution passed at the time being are entitled to receive notice of a meeting of Bondholders duly convened and held, provided that will take effect as if it were an Extraordinary Resolution and/or a resolution approved with respect to any proposal in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstandingthis Condition 14(a). Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: www.oblible.com

Meetings of Bondholders. The Fiscal Agency Agreement contains provisions for convening meetings of Bondholders to consider matters affecting their interestsrelating to the Bonds, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Bondholders holding not less than 10% in one-tenth of the aggregate principal amount of the Bonds for the time being outstandingoutstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing a clear majority in one more than half of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at any a meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”), in at which case the necessary quorum will be two or more persons holding or representing not less than 66%three-quarters or, or at any adjourned meeting not less than 25%meeting, in one-quarter of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Bondholders (all the Bondholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Fiscal Agency Agreement provides that In addition, a resolution in writing signed by or on behalf of all Bondholders who for the holders time being are entitled to receive notice of not less than a majority in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstandingwill take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Fiscal Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if requested in writing by Bondholders holding not less than 10% 10 per cent. in principal amount of the Bonds for the time being outstandingOutstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstandingOutstanding (or not less than two thirds in principal amount of the Bonds for the time being Outstanding at any meeting of which includes any of the matters specified in the proviso to paragraph 16 of Schedule 4 to the Trust Deed being (i) changing the maturity date of the Bonds; or (ii) reducing or cancelling the principal amount of, or interest on, the Bonds or changing the method of calculation thereof; or (iii) changing the currency of any payment in respect of the Bonds; or (iv) cancelling or modifying the right to convert the Bonds into Reference Stock (except in accordance with the Conditions) or cancelling or modifying the Change of Control provisions or modifying the circumstances in which the Bonds may be converted at the option of the Issuer or shortening the Conversion Period; or (v) modifying the provisions concerning the quorum required at a meeting of Bondholders or the majority required to pass an Extraordinary Resolution or sign a resolution in writing; or (vi) changing the governing law of the Bonds; or (vii) amending any of the aforementioned provisions), or at any adjourned meeting two one or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity any of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) matters specified in the foregoing, a “Fundamental Change”), proviso to paragraph 16 of Schedule 4 to the Trust Deed (as set out above) in which case the necessary quorum will be two or more persons holding or representing not less than 66%, or at any adjourned meeting not less than 25%, one third in principal amount of the Bonds for the time being outstandingOutstanding. Any Extraordinary Resolution duly passed at a meeting of Bondholders shall be binding on all Bondholders (whether or not they were present at the meeting at which such resolution was passed). EU1/ 52179183.13 104 The Fiscal Agency Agreement Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than a majority in 90 per cent. of the aggregate principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Form of Subordination Agreement (Just Energy Group Inc.)

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such The Issuer, the Guarantor or the Trustee may at any time convene a meeting may be convened meeting. If it receives a written request by Bondholders holding not less than 10% at least 10 per cent in principal amount of the Bonds for the time being outstandingoutstanding and is indemnified and/or secured and/or prefunded to its satisfaction, the Trustee shall convene a meeting of the Bondholders. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution Resolution, or (each of (iv) through (iv) in to modify or cancel the foregoing, a “Fundamental Change”)Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than 66%66 2/3 per cent., or at any adjourned meeting not less than 25%33 1/3 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than a majority 75 per cent. in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. Any resolution in writing duly passed shall be binding on all Bondholders (whether or not they participated in such resolution).

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interestsrelating to the Bonds, including the sanctioning by Extraordinary Resolution of a modification of any provision of these ConditionsConditions or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Trustee upon the request in writing of Bondholders holding not less than 10% in one-tenth of the aggregate principal amount of the Bonds for the time being outstandingoutstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing a clear majority in more than half of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business however, that certain proposals (including any proposal to change any date fixed for payment of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce the amount of principal or cancel the principal amount of, any premium interest payable on redemption of, or interest on, any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, to change the currency of payment of payments under the Bonds, Bonds or (iv) to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoingeach, a “Fundamental ChangeReserved Matter”), in ) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Bondholders at which case the necessary quorum will be two or more persons holding or representing not less than 66%two-thirds or, or at any adjourned meeting not less than 25%meeting, in one-fifth of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Bondholders (and Couponholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Fiscal Agency Agreement provides that In addition, a resolution in writing signed by or on behalf of the holders of holding not less than a majority in 90% of the aggregate principal amount of the outstanding Bonds outstanding shall who for all purposes be as valid and effective as an Extraordinary Resolution passed at the time being are entitled to receive notice of a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of under the holders of not less than 75% in principal amount of the Bonds outstandingTrust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Agency Agreement (Melco Crown Entertainment LTD)

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interestsrelating to the Bonds, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions, the Trust Deed or the Deed of Guarantee. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee and shall be convened by the Trustee upon the request in writing of Bondholders holding not less than 10% in at least 10 per cent. of the aggregate principal amount of the Bonds for the time being outstandingoutstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing a clear majority in more than 50 per cent. of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that certain proposals (including but not limited to any proposal (i) to modify the maturity of the Bonds or the dates on which interest interest, principal or premium is payable in respect of the Bonds, on them; or (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, on the Bonds, ; or (iii) to change the currency of payment of the Bonds or method of calculating the amount of any payment in respect of the Bonds, ; or (iv) cancel, or make any modification that is materially prejudicial to the interests of the Bondholders to, the Deed of Guarantee (other than as provided in Condition 12(b)); (v) make any modification to Condition 3 (Covenants) that is materially prejudicial to the interests of the Bondholders; or (vi) modify the provisions concerning the quorum required at any a meeting of Bondholders or the majority required to pass an Extraordinary Resolution Resolution; or (each vii) effect exchange, conversion or substitution of the Bonds; (i) through (iv) in the foregoingeach, a “Fundamental ChangeReserved Matter”), in ) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Bondholders at which case the necessary quorum will be two or more persons holding or representing not less than 66%75 per cent. or, or at any adjourned meeting not less than 25%meeting, in 25 per cent. of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Bondholders (all the Bondholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Fiscal Agency Agreement provides that In addition, a resolution (A) in writing signed by or on behalf of the holders of Holders holding not less than a majority in 90 per cent. of the aggregate principal amount of the Bonds outstanding or (B) passed by Electronic Consent (as defined in the Trust Deed) shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Agency Agreement

AutoNDA by SimpleDocs

Meetings of Bondholders. The Fiscal Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these ConditionsConditions or the provisions of the Fiscal Agency Agreement. Such a meeting may be convened by Bondholders holding not less than 10% 10 per cent. in principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority not less than 50 per cent. in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”)Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 66%75 per cent., or at any adjourned meeting not less than 25%25 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than a majority 75 per cent. in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Fiscal Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interestsrelating to the Bonds, including (without limitation) the sanctioning by Extraordinary Resolution of a modification modification of any provision of these Conditionsthe Bond Documents and the Transaction Documents. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by either the Issuer, the Co-obligor or the Trustee and shall be convened upon the request in writing of Bondholders holding not less than 10% in one-tenth of the aggregate principal amount of the Bonds for the time being outstandingoutstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing a clear majority in more than one half of the aggregate principal amount of the Bonds for the time being outstandingthen outstanding Bonds, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that any proposal to (i) to modify the maturity change any date fixed for payment of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the amount of principal amount of, any premium or interest payable on redemption of, or interest on, any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, (iv) change the currency of payment of payments under the Bonds, or (ivv) to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary Resolution) may only be sanctioned by an Extraordinary Resolution (each of (i) through (iv) in where the foregoing, quorum for such a “Fundamental Change”), in which case the necessary quorum meeting will be two or more persons holding or representing not less than 66%662⁄3 per cent. of the aggregate principal amount of the then outstanding Bonds, or at any adjourned meeting meeting, two or more persons holding or representing not less than 25%, in 25 per cent. of the aggregate principal amount of the Bonds for then outstanding Bonds. An Extraordinary Resolution shall be effective when passed by a majority of not less than 75 per cent. of the time being outstandingvotes cast thereon. Any Extraordinary Resolution duly passed shall be binding on Bondholders (all the Bondholders, Couponholders and holders of Talons and Receipts, whether present or not they were present at the meeting at which such resolution was passed)not. The Fiscal Agency Agreement provides that In addition, a resolution in writing signed by or on behalf of the holders of not less than a majority in principal amount 75 per cent. or more of the Bonds outstanding shall Bondholders who for all purposes be as valid and effective as an Extraordinary Resolution passed at the time being are entitled to receive notice of a meeting of Bondholders duly convened and held, provided that will take effect as if it were an Extraordinary Resolution and/or a resolution approved with respect to any proposal in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstandingthis Condition 14(a). Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: www.oblible.com

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Company or the Trustee, and shall be convened by the Trustee if it is so requested by Bondholders holding not less than 10% 10 per cent. in principal amount Principal Amount Outstanding of the Bonds for the time being outstandingoutstanding and subject to the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount more than 50 per cent. of the Principal Amount Outstanding of the Bonds for the time being outstandingoutstanding or, or at any adjourned meeting such meeting, two or more persons being or representing Bondholders whatever the principal amount Principal Amount Outstanding of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity date of the Bonds Bonds, the Put Option Date or the dates on which interest is payable in respect of the Bonds, (ii) to modify the circumstances in which the Company or Bondholders are entitled to redeem the Bonds pursuant to Conditions 8(B), 8(C), 8(D) or 8(E), (iii) to reduce or cancel the principal amount ofof principal, any premium interest or Equivalent Amount payable on redemption of, or interest on, in respect of the Bonds, (iiiiv) to change the currency of denomination or payment of the Bonds, (v) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (ivvi) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”)Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 66%66 per cent., or at any adjourned meeting not less than 25%33 per cent., in principal amount Principal Amount Outstanding of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that a written resolution in writing signed by or on behalf of the holders of not less than a majority in principal amount 90 per cent. of the aggregate of the Principal Amount Outstanding of the Bonds for the time being outstanding shall for all purposes be as valid and effective as an a duly passed Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstandingResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. For the purpose of these Conditions: “Extraordinary Resolution” means a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority of at least 75 per cent. of the votes cast.

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by Bondholders holding not less than 10% 10 per cent. in principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, of the Bonds, (iii) to make any modification as to the calculation, amount or due date of interest in respect of any Bonds, (iv) to change the currency of payment of the Bonds, Bonds or (ivv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through to (iv) in the foregoing, a “Fundamental ChangeBasic Terms Modification”), in which case the necessary quorum will be two or more persons holding or representing not less than 66%75 per cent., or at any adjourned meeting not less than 25%25 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than a majority in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: allia.org.uk

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interestsrelating to the Bonds, including the sanctioning by Extraordinary Resolution of a modification of any provision of these ConditionsConditions or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or by the Trustee and shall be convened by the Trustee (subject to it being indemnified and/or secured and/or prefunded to its satisfaction) upon the request in writing of Bondholders holding not less than 10% in one-tenth of the aggregate principal amount of the Bonds for the time being outstandingoutstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing a clear majority in not less than half of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business however, that certain proposals (including any proposal to change any date fixed for payment of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce the amount of principal or cancel the principal amount of, any premium interest payable on redemption of, or interest on, any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, to modify any provision of any guarantee of the Bonds given pursuant to the Trust Deed, to change the currency of payment of payments under the Bonds, Bonds or (iv) to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoingeach, a “Fundamental Change”"Reserved Matter"), in ) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Bondholders at which case the necessary quorum will be two or more persons holding or representing not less than 66%three-quarters or, or at any adjourned meeting not less than 25%meeting, in one quarter of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Bondholders (and Couponholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Fiscal Agency Agreement provides that In addition, a resolution in writing signed by or on behalf of Bondholders, who for the holders time being are entitled to receive notice of not less than a majority in principal amount of the Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldunder the Trust Deed, provided that resolution holding in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of aggregate not less than 75% 75 per cent. in principal nominal amount of the Bonds outstanding, will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Terms and Conditions

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of the Bondholders to consider matters any matter affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any of the provisions of the Trust Deed or the Agency Agreement. Such a meeting may be convened by the Trustee or the Issuer and shall be convened by the Trustee upon request in writing from Bondholders holding not less than 10% 10 per cent. in aggregate principal amount of the Bonds for the time being outstandingoutstanding and subject to the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, represented unless the business of such meeting includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed, including consideration of proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, Bonds or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoingeach, a “Fundamental ChangeReserved Matter”), in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66%75 per cent., or at any adjourned meeting not less than 25%25 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (Bondholders, whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that a resolution in writing signed by or on behalf of the holders Bondholders of not less than a majority 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. So long as the Bonds are evidenced by the Global Certificate, Extraordinary Resolution includes a consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of all the Bondholders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding.

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Fiscal Agency Agreement Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Trustee if it receives a written request from Bondholders holding not less than 10% 10 per cent in the aggregate principal amount of the Bonds for the time being outstandingoutstanding and is indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority more than 50 per cent. in principal amount of the Bonds for the time being outstandingoutstanding or, or at any adjourned meeting such meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (ia) to modify the maturity of the Bonds Bonds, the Optional Redemption Date or the dates on which interest is payable in respect of the BondsOptional Put Date, (iib) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Conditions 8(B), 8(C), 8(D) or 8(E), (c) to reduce or cancel the principal amount ofamount, any premium payable, any default interest payable on redemption of, or interest on, Equivalent Amount payable in respect of the BondsBonds or changing the method of calculation of interest, (iiid) to change the currency of denomination or payment of the Bonds, (e) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (ivf) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution (each of (i) through (iv) in the foregoing, a “Fundamental Change”)Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 66%66 per cent., or at any adjourned meeting not less than 25%33 per cent., in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Fiscal Agency Agreement Trust Deed provides that a written resolution in writing signed by or on behalf of the holders of not less than a majority in 90 per cent. of the aggregate principal amount of Bonds for the Bonds time being outstanding shall for all purposes be as valid and effective as an a duly passed Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstandingResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Subscription Agreement (Semiconductor Manufacturing International Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.