Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Xxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Xxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 14 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 10 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Xxxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 8 contracts

Samples: Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ ' notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within ~~one-half~~ one‑half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Xxxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ ' notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 6 contracts

Samples: Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within ~~one-half~~ one‑half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Xxxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 5 contracts

Samples: Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of)

Appears in 3 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of~~ Fredericton, New ~~York~~ Brunswick, Canada or such other place as may be approved or determined by ~~EDC~~the Province with a simultaneous meeting to be held in New York City provided there are means of telecommunication which permit the participants to hear and speak to each other. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of~~ Fredericton, New ~~York~~ Brunswick, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 3 contracts

Samples: Fiscal Agency Agreement (Province of New Brunswick), Fiscal Agency Agreement (Province of New Brunswick), Fiscal Agency Agreement (Province of New Brunswick)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Xxx Xxxx xx Xxxxxxx, Xxxxxx or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to ~~DTC~~ CDS of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in ~~The City of New York~~ Xxx Xxxx xx Xxxxxxx, Xxxxxx or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ C$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ C$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the ~~Bonds~~ Bxxxx represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Xxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Xxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within ~~one-half~~ onehalf hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Xxxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ ' notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Toronto, Ontario, or some other day or time of which not less than seven (7) days’ ' notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ U.S.$l,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ U.S.$1,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “"Extraordinary Resolution” " is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 66-2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 66-2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of ~~EDC~~ the Province and any such minutes, if signed by the ~~chairman~~ chairperson of the meeting at which such resolutions were passed or proceedings taken, or by the ~~chairman~~ chairperson of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the registered holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the registered holders of Bonds (whether or not a signatory). Subject to the provisions of for its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or ~~EDC~~ the Province with the approval of the Registrar, may from time to time ~~(subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make~~ make, and from time to time ~~vary~~ vary, such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, ~~EDC~~ the Province or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to ~~EDC~~ the Province or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Ontario Province Of), Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$1,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$1,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l1) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time ~~(subject to the Registrar and EDC agreeing on the payment of additional applicable fees)~~ make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Export Development Canada/Cn), Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Xxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the ~~Bonds~~ Xxxxx represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Xxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the ~~Bonds~~ Xxxxx represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the ~~Bonds~~ Bxxxx represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$ 5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$ 5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene or cause its agent to convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ ' notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to ~~DTC~~ CDS of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within ~~one-half~~ one‑half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Xxx Xxxx xx Xxxxxxx, Xxxxxx, or some other day or time of which not less than seven (7) days’ ' notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ C$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of C$1,000 in excess of C$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ C$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of C$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ CMHC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ CMHC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ CMHC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto or such other place as may be approved or determined by ~~EDC~~CMHC. (b) At least 21 ~~days’~~ days notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~CMHC, unless the meeting has been called by ~~EDC~~CMHC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, ~~EDC~~ CMHC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in ~~The City of New York~~ Toronto or some other day or time of which not less than ~~seven days’~~ 7 days notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a ~~majority~~ xxxxxity of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ U.S.$1,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ U.S.$1,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ CMHC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ CMHC and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds. but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. ~~The term “Extraordinary Resolution” is defined~~ As long as ~~a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and~~ the Bonds ~~by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted~~ are listed on the ~~resolution or as an instrument~~ Luxembourg Stock Exchange, notice of any amendment will be published in ~~writing signed~~ a leading newspaper having general circulation in ~~one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds.~~ Luxembourg (~~k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books~~ which is expected to be ~~from time to time provided for that purpose by~~ the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and takenLuxemburger Wort). (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Canada Mortgage & Housing Corp)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ CMHC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ CMHC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ CMHC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The ~~City~~ city of ~~New York~~ Toronto or such other place as may be approved or determined by ~~EDC~~CMHC. (b) At least 21 ~~days’~~ days notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~CMHC, unless the meeting has been called by ~~EDC~~CMHC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be ~~chairman~~ chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, and, failing such choice, ~~EDC~~ CMHC may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions ~~are not authorized or obliged by law or executive order to be closed~~ in the city of Toronto and at the applicable place where the meeting is to take place are not authorized or obligated by law or executive order to be closed, in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in The ~~City~~ city of ~~New York~~ Toronto or some other day or time of which not less than ~~seven days’~~ 7 days notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ CMHC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ CMHC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. ~~The term “Extraordinary Resolution” is defined~~ As long as ~~a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and~~ the Bonds ~~by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted~~ are listed on the ~~resolution or as an instrument~~ Luxembourg Stock Exchange, notice of any amendment will be published in ~~writing signed~~ a leading newspaper having general circulation in ~~one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds.~~ Luxembourg (~~k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books~~ which is expected to be ~~from time to time provided for that purpose by~~ the ~~Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed~~ Luxemburger d'Wort) or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the ~~payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies~~ Luxemboug Stock Exchange website at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxieswww.bourse.lu.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Canada Mortgage & Housing Corp)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of~~ Frederiction, New ~~York~~ Brunswick, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ ' notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of~~ Fredericton, New ~~York~~ Brunswick, or some other day or time of which not less than seven (7) days’ ' notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Province of New Brunswick)

Meetings of Holders of Bonds. (a) The Registrar shall convene or cause its agent to convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ ' notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to ~~DTC~~ CDS of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within ~~one-half~~ onehalf hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The~~ the City of ~~New York~~ Toronto, Canada, or some other day or time of which not less than seven (7) days’ ' notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ C$5,000 principal amount of Bonds of which the person shall then be the registered ~~holder~~holder (calculated on a pro rata basis for registered holders who hold Bonds in integral multiples of C$1,000 in excess of C$5,000). A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ C$5,000 principal amount of Bonds (or such greater amount of Bonds that is not an integral multiple of C$5,000) of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below)) to any modification or amendment proposed by the Province to this Agreement and the Bonds. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of Bonds, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “"Extraordinary Resolution” " is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than ~~66 2/3%~~ 66⅔% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than ~~66 2/3%~~ 66⅔% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of ~~EDC~~ the Province and any such minutes, if signed by the ~~chairman~~ chairperson of the meeting at which such resolutions were passed or proceedings taken, or by the ~~chairman~~ chairperson of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the registered holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the registered holders of Bonds (whether or not a signatory). Subject to the provisions of for its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or ~~EDC~~ the Province with the approval of the Registrar, may from time to time ~~(subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make~~ make, and from time to time ~~vary~~ vary, such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, ~~EDC~~ the Province or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to ~~EDC~~ the Province or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then ~~outstanding~~ outstanding, or if the meeting is to consider matters affecting only the 2017 Bonds or 2018 Bonds, 10% of the principal amount of such Bonds then outstanding, and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ the Province or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by ~~EDC~~the Province. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds entitled to vote at such meeting, in the manner provided pursuant to the terms and conditions of ~~the Bonds~~ such Bonds, and a copy thereof shall be sent by ~~post~~ prepaid courier to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~the Province, unless the meeting has been called by ~~EDC~~the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a Global Bond, those persons recorded in the Register in respect of the Bonds, or (ii) in the limited circumstances in which Bonds in definitive registered form have been issued, those registered holders of Bonds, who deposit their Bonds with the Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds entitled to vote at a meeting may appoint any person by instrument in writing as the holder’s proxy in respect of a such meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to ~~DTC~~ the Common Depository of meetings shall contain a requirement that the registered holders of Bonds entitled to vote at a meeting must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) ~~Some~~ A person, who need not be a registered holder of ~~Xxxxx~~Bonds, will be nominated in writing by the Registrar ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, ~~EDC~~ the Province may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds entitled to vote at the meeting present in person or by proxy who represent at least a majority in principal amount of the Bonds entitled to vote at such meeting that are at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The City of New York~~ Toronto, Ontario, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds entitled to vote at the meeting present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds entitled to vote at the meeting then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) of the holders of the 2017 Bonds and 2018 Bonds voting together as one class except that a motion or question submitted to a meeting which affects only the holders of the 2017 Bonds or 2018 Bonds, shall be decided by Extraordinary Resolution voted on by the holders of only the 2017 Bonds or 2018 Bonds, as applicable. To become effective, a motion or question submitted to a meeting which disproportionately affects the holders of the 2017 Bonds or 2018 Bonds, shall, in addition to approval pursuant to the vote by the holders of the 2017 Bonds and 2018 Bonds voting together as one class, require additional approval decided by Extraordinary Resolution voted on by the holders of only the series of Bonds which is disproportionately affected. The votes above shall be decided in the first place by the votes given on a show of hands. At any meeting where such ~~meeting~~votes are taken, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds eligible to vote acting in person or by proxy and holding at least 2% in principal amount of the Bonds eligible to vote and then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a ~~poll~~ poll, each registered holder of Bonds eligible to vote and present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ €100,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a registered holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ €100,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ The Province and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ the Province and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, and in accordance with paragraph (g) of this Section 14, the registered holders of ~~the~~ Bonds may ~~modify or amend this Agreement and the Bonds~~ consent by Extraordinary Resolution (as defined below), to any modification or amendment proposed by the Province to this Agreement and the Bonds, or the Bonds affected by such Extraordinary Resolution, as applicable. An Extraordinary Resolution ~~in the form of a resolution~~ duly passed at any such meeting shall be binding on all registered holders of the Bonds, or the Bonds affected by such Extraordinary Resolution, as applicable, whether present or not; however, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or ~~the~~ any Bonds shall, without the consent of the registered holder of each ~~such~~ Bond affected thereby: ; (a) change the ~~stated maturity of the principal~~ Maturity Date of any Bond or change any ~~interest payment date~~Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds or 2017 Bonds or 2018 Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds or 2017 Bonds or 2018 Bonds, or reduce the quorum required at any meeting of registered holders of ~~Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of~~ Bonds ~~held in accordance with the provisions of this Agreement and the~~ or 2017 Bonds ~~by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person~~ or ~~by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding~~ 2018 Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Bonds. (a) The Registrar or a third party acting by and on behalf of the Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto, Canada or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the ~~Registrar~~Rxxxxxxxx, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to ~~DTC~~ CDS of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing ~~systems~~systems and as contemplated by National Policy No. 41 of the Canadian Securities Administrators. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in ~~The City of New York~~ Txxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ CAD5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ CAD5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of ~~Bonds~~ Bonds, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than ~~66 2/3%~~ 66⅔% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than ~~66 2/3%~~ 66⅔% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than ~~66 2/3%~~ 66⅔% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time ~~(subject to the Registrar and EDC agreeing on the payment of additional applicable fees)~~ make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ CMHC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ CMHC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ CMHC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto or such other place as may be approved or determined by ~~EDC~~CMHC. (b) At least 21 ~~days’~~ days notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~CMHC, unless the meeting has been called by ~~EDC~~CMHC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, ~~EDC~~ CMHC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions ~~are not authorized or obliged by law or executive order to be closed~~ in the City of Toronto and at the applicable place where the meeting is to take place are not authorized or obligated by law or executive order to be closed, in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in ~~The City of New York~~ Toronto or some other day or time of which not less than ~~seven days’~~ 7 days notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Xxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ CMHC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ CMHC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. ~~The term “Extraordinary Resolution” is defined~~ As long as ~~a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and~~ the Bonds ~~by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted~~ are listed on the ~~resolution or as an instrument~~ Luxembourg Stock Exchange, notice of any amendment will be published in ~~writing signed~~ a leading newspaper having general circulation in ~~one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds.~~ Luxembourg (~~k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books~~ which is expected to be ~~from time to time provided for that purpose by~~ the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and takenLuxemburger Wort). (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Canada Mortgage & Housing Corp)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Xxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the ~~Bonds~~ Xxxxx represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ CMHC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ CMHC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ CMHC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The~~ the City of ~~New York~~ Toronto or such other place as may be approved or determined by ~~EDC~~CMHC. (b) At least 21 ~~days’~~ days notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~CMHC, unless the meeting has been called by ~~EDC~~CMHC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be ~~chairman~~ chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, and, failing such choice, ~~EDC~~ CMHC may appoint a ~~chairman~~chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions ~~are not authorized or obliged by law or executive order to be closed~~ in the City of Toronto and at the applicable place where the meeting is to take place are not authorized or obligated by law or executive order to be closed, in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the ~~chairman~~ chairperson appoints some other place in ~~The~~ the City of ~~New York~~ Toronto or some other day or time of which not less than ~~seven days’~~ 7 days notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ CMHC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ CMHC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. ~~The term “Extraordinary Resolution” is defined~~ As long as ~~a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and~~ the Bonds ~~by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted~~ are listed on the ~~resolution or as an instrument~~ Luxembourg Stock Exchange, notice of any amendment will be published in ~~writing signed~~ a leading newspaper having general circulation in ~~one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds.~~ Luxembourg (~~k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books~~ which is expected to be ~~from time to time provided for that purpose by~~ the ~~Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed~~ d'Wort) or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the ~~payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies~~ Luxemboug Stock Exchange website at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxiesxxx.xxxxxx.xx.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Canada Mortgage & Housing Corp)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the ~~Bonds~~ Bxxxx represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ U.S. $5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ U.S.$ 5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day ~~on which banking institutions are not authorized or obliged by law or executive order to be closed~~ in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of ~~Xxxxx~~ Bxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ US$1,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ US$1,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal ~~amount~~ amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l1) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time ~~(subject to the Registrar and EDC agreeing on the payment of additional applicable fees)~~ make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of ~~EDC~~ CMHC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by ~~EDC~~ CMHC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, ~~EDC~~ CMHC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in ~~The City of New York~~ Toronto or such other place as may be approved or determined by ~~EDC~~CMHC. (b) At least 21 ~~days’~~ days notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to ~~EDC~~CMHC, unless the meeting has been called by ~~EDC~~CMHC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of ~~Xxxxx~~Bonds, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, ~~EDC~~ CMHC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions ~~are not authorized or obliged by law or executive order to be closed~~ in the City of Toronto and at the applicable place where the meeting is to take place are not authorized or obligated by law or executive order to be closed, in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in ~~The City of New York~~ Toronto or some other day or time of which not less than ~~seven days’~~ 7 days notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Xxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$5,000~~ U.S.$1,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$5,000~~ U.S.$1,000 principal amount of Bonds of which they are joint registered holders. (i) ~~EDC~~ CMHC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of ~~EDC~~ CMHC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. ~~The term “Extraordinary Resolution” is defined~~ As long as ~~a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and~~ the Bonds ~~by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted~~ are listed on the ~~resolution or as an instrument~~ Luxembourg Stock Exchange, notice of any amendment will be published in ~~writing signed~~ a leading newspaper having general circulation in ~~one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds.~~ Luxembourg (~~k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books~~ which is expected to be ~~from time to time provided for that purpose by~~ the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and takenLuxemburger Wort). (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Canada Mortgage & Housing Corp)

Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of EDC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by EDC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, EDC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by EDC. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to EDC, unless the meeting has been called by EDC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Xxxxx, nominated in writing by the Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairman, and, failing such choice, EDC may appoint a chairman. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions are not authorized or obliged by law or executive order to be closed in the place where the meeting is to take place in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Xxxxx is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) EDC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of EDC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of EDC and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of ~~Bonds~~Xxxxx, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution, unless the Registrar determines in good faith that such Extraordinary Resolution expands its role and responsibilities beyond the reasonable scope of its role and responsibilities contemplated prior to such Extraordinary Resolution. (m) The Registrar, or EDC with the approval of the Registrar, may from time to time (subject to the Registrar and EDC agreeing on the payment of additional applicable fees) make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, EDC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to EDC or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies.

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Samples: Fiscal Agency Agreement (Export Development Canada/Cn)

Common use of Meetings of Holders of Bonds Clause in Contracts