Common use of Meetings of Holders Clause in Contracts

Meetings of Holders. The Agency Deed contains provisions for convening meetings of Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Agency Deed. Such a meeting may be convened by Holders holding not less than 10 per cent. in aggregate principal amount of the CCNs for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in aggregate principal amount of the CCNs for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the aggregate principal amount of the CCNs held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the provisions for redemption of the CCNs or any date for payment of interest on the CCNs, (ii) to reduce or cancel the principal amount of the CCNs, (iii) to reduce the rate of interest in respect of the CCNs or to vary the method or basis of calculating the rate or amount of interest or the basis for calculating the amounts of any interest in respect of the CCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the CCNs, (v) to vary the currency of payment or denomination of the CCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution, or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the CCNs for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed). A resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the CCNs outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders.

Appears in 2 contracts

Samples: Offer Agreement (Wl Ross & Co LLC), Note Purchase Agreement (Allied Irish Banks PLC)

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Meetings of Holders. The Agency Deed Agreement contains provisions for convening meetings of Holders to consider any matter affecting their interestsmatters relating to the Securities, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of the Agency DeedConditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than 10 per cent. in one tenth of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority in one more than half of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities or, or at any adjourned meeting one meeting, two or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Securities held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that certain proposals (i) including any proposal to amend the provisions for redemption of the CCNs or change any date fixed for payment of interest on the CCNs, principal or Distribution (iiincluding any Arrears of Distribution and any Additional Distribution Amount) to reduce or cancel the principal amount of the CCNs, (iii) to reduce the rate of interest in respect of the CCNs or Securities, to vary reduce the method or basis of calculating the rate or amount of interest principal or the basis for calculating the amounts Distribution (including any Arrears of Distribution and any interest Additional Distribution Amount) payable on any date in respect of the CCNsSecurities, (iv) to vary any alter the method of, or basis for, of calculating the amounts payable on redemption amount of any payment in respect of the CCNsSecurities or the date for any such payment, (v) to vary change the currency of payment payments under the Securities, to amend the subordination provisions in the Deed of Covenant or denomination of the CCNs, (vi) to modify the provisions concerning change the quorum required at any meeting of Holders requirements relating to meetings or the majority required to pass the an Extraordinary ResolutionResolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or more persons holding or representing not less than 75 per cent.three quarters or, or at any adjourned meeting not less than 25 per cent.meeting, in one quarter of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Holders all the Holders, whether present or not. In addition, (whether or not they were present at the meeting at which such resolution was passed). A i) a resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 90 per cent. in of the aggregate principal amount of Securities for the CCNs time being outstanding shall for all purposes be will take effect as valid and effective as if it were an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more HoldersHolders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Appears in 2 contracts

Samples: Agreement (PCGI Intermediate Holdings LTD), Agency Agreement (PCGI Intermediate Holdings LTD)

Meetings of Holders. The Agency Deed Schedule 2 hereto contains provisions for convening meetings of Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Agency DeedConditions. Such a meeting may be convened by Holders holding not less than 10 per cent. in aggregate principal amount of the CCNs Tier 1 BCNs for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in aggregate principal amount of the CCNs Tier 1 BCNs for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Tier 1 BCNs held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the provisions for redemption of the CCNs Tier 1 BCNs or any date for payment of interest on the CCNsTier 1 BCNs, (ii) to reduce or cancel the principal amount of of, or any premium payable on redemption of, the CCNsTier 1 BCNs, (iii) to reduce the rate or rates of interest in respect of the CCNs Tier 1 BCNs or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating the amounts of any interest in respect of the CCNsTier 1 BCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the CCNsTier 1 BCNs, (v) to vary the currency Specified Currency or currencies of payment or denomination of the CCNsTier 1 BCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution, (vii) to modify or cancel the Guarantee, or (viiviii) to amend or modify the provisions relating to the Contingency Event Conversion Eventor the Viability Event Conversion, in which case the necessary quorum shall be such person one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the CCNs Tier 1 BCNs for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed). A resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the CCNs Tier 1 BCNs outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. No modification to these Conditions or the Guarantee (whether pursuant to this Condition 13 or otherwise) shall become effective unless the Issuer shall have received no objection from the Regulator. On or after a Substitution Date, if the Issuer is CSG and if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail in the case of any conflict with the provisions of Conditions 13(a) and 13(b).

Appears in 2 contracts

Samples: Terms And (Credit Suisse Group Ag), Credit Suisse Group Ag

Meetings of Holders. The Agency Deed Agreement contains provisions for convening meetings of Holders to consider any matter affecting their interestsmatters relating to the Securities, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of the Agency DeedConditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than 10 per cent. in one tenth of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority in one more than half of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities or, or at any adjourned meeting one meeting, two or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Securities held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that certain proposals (including any proposal (i) to amend the provisions for redemption of the CCNs or change any date fixed for payment of interest on principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the CCNsSecurities, (ii) to reduce or cancel the principal amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the CCNsSecurities, (iii) to reduce alter the rate method of interest calculating the amount of any payment in respect of the CCNs or to vary the method or basis of calculating the rate or amount of interest Securities or the basis date for calculating the amounts of any interest in respect of the CCNssuch payment, (iv) to vary any method of, or basis for, calculating change the amounts payable on redemption currency of payments under the CCNsSecurities, (v) to vary amend the currency subordination provisions in the Deed of payment Covenant or denomination of the CCNs, (vi) to modify the provisions concerning change the quorum required at any meeting of Holders requirements relating to meetings or the majority required to pass the an Extraordinary ResolutionResolution (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or more persons holding or representing not less than 75 per cent.three quarters or, or at any adjourned meeting not less than 25 per cent.meeting, in one quarter of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Holders all the Holders, whether present or not. In addition, (whether or not they were present at the meeting at which such resolution was passed). A i) a resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 90 per cent. in of the aggregate principal amount of Securities for the CCNs time being outstanding shall for all purposes be will take effect as valid and effective as if it were an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more HoldersHolders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Appears in 1 contract

Samples: Agency Agreement (PCGI Intermediate Holdings LTD)

Meetings of Holders. The Agency Trust Deed contains provisions for convening meetings of Holders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Agency Trust Deed. Such a meeting may be convened by Holders holding not less than 10 per cent. in aggregate principal amount of the CCNs Securities for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority more than 50 per cent. in aggregate principal amount of the CCNs Securities for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Securities held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend modify the provisions for redemption maturity of the CCNs Securities or any the date for payment on which a Distribution is payable in respect of interest on the CCNsSecurities, (ii) to reduce or cancel the principal amount of the CCNsSecurities or to reduce the Distribution Rate payable on the Securities, (iii) to reduce change the rate currency of interest in respect payment of the CCNs or to vary the method or basis of calculating the rate or amount of interest or the basis for calculating the amounts of any interest in respect of the CCNsSecurities, (iv) to vary any method of, or basis for, calculating amend the amounts payable on redemption subordination provisions of the CCNs, Trust Deed and/or Conditions or (v) to vary the currency of payment or denomination of the CCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the an Extraordinary Resolution, or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall will be such person two or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the CCNs Securities for the time being outstanding. Any Extraordinary Resolution The Trust Deed provides that (i) a resolution passed at a meeting duly passed shall be binding on Holders convened and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast of such resolution; (whether or not they were present at the meeting at which such resolution was passed). A ii) a resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the CCNs Securities outstanding; and (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of Holders of not less than 75 per cent. in principle amount of the Securities outstanding shall each for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a A resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. Any Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed or whether or not they voted on the resolution).

Appears in 1 contract

Samples: Agency Agreement

Meetings of Holders. The Agency Deed Agreement contains provisions for convening meetings of Holders to consider any matter affecting their interestsmatters relating to the Securities, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of the Agency DeedConditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than 10 per cent. in one tenth of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority in one more than half of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities or, or at any adjourned meeting one meeting, two or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Securities held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that certain proposals (i) including any proposal to amend the provisions for redemption of the CCNs or change any date fixed for payment of interest on the CCNs, principal or Distribution (iiincluding any Arrears of Distribution and any Additional Distribution Amount) to reduce or cancel the principal amount of the CCNs, (iii) to reduce the rate of interest in respect of the CCNs or Securities, to vary reduce the method or basis of calculating the rate or amount of interest principal or the basis for calculating the amounts Distribution (including any Arrears of Distribution and any interest Additional Distribution Amount) payable on any date in respect of the CCNsSecurities, (iv) to vary any alter the method of, or basis for, of calculating the amounts payable on redemption amount of any payment in respect of the CCNsSecurities or the date for any such payment, (v) to vary change the currency of payment payments under the Securities, to amend the subordination provisions in the Deed of Covenant or denomination of the CCNs, (vi) to modify the provisions concerning change the quorum required at any meeting of Holders requirements relating to meetings or the majority required to pass the an Extraordinary ResolutionResolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or more persons holding or representing not less than 75 per cent.three quarters or, or at any adjourned meeting not less than 25 per cent.meeting, in one quarter of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Holders all the Holders, whether present or not. In addition, (whether or not they were present at the meeting at which such resolution was passed). A i) a resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 90 per cent. in of the aggregate principal amount of Securities for the CCNs time being outstanding shall for all purposes be will take effect as valid and effective as if it were an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more HoldersHolders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter. So long as the Securities are represented by the Global Certificate and the Global Certificate is held on behalf of Euroclear or Clearstream or the Alternative Clearing System, notices to Holders may be given by delivery of the relevant notice to Euroclear or Clearstream or the Alternative Clearing System, for communication by it to entitled account holders in substitution for notification as required by these Conditions and shall be deemed to have been given on the date of delivery to such clearing system.

Appears in 1 contract

Samples: Agency Agreement (PCGI Intermediate Holdings LTD)

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Meetings of Holders. The Agency Deed Agreement contains provisions for convening meetings of Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Agency DeedAgreement. Such a meeting may be convened by Holders holding not less than 10 per cent. in aggregate principal amount of the CCNs Tier 1 BCNs for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in aggregate principal amount of the CCNs Tier 1 BCNs for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Tier 1 BCNs held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the provisions for redemption of the CCNs Tier 1 BCNs or any date for payment of interest on the CCNsTier 1 BCNs, (ii) to reduce or cancel the principal amount of of, or any premium payable on redemption of, the CCNsTier 1 BCNs, (iii) to reduce the rate or rates of interest in respect of the CCNs Tier 1 BCNs or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating the amounts of any interest in respect of the CCNsTier 1 BCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the CCNsTier 1 BCNs, (v) to vary the currency Specified Currency or currencies of payment or denomination of the CCNsTier 1 BCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution, (vii) to modify or cancel the Guarantee, or (viiviii) to amend or modify the provisions relating to the Contingency Event Conversion Eventor the Viability Event Conversion, in which case the necessary quorum shall be such person one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the CCNs Tier 1 BCNs for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed). A resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 per cent. in aggregate principal amount of the CCNs Tier 1 BCNs outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. No modification to these Conditions or any other provisions of the Agency Agreement or the Guarantee (whether pursuant to this Condition 13 or otherwise) shall become effective unless the Issuer shall have received approval from the Regulator (provided that, at the relevant time, there is a requirement to obtain such approval). On or after a Substitution Date, if the Issuer is CSG and if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail in the case of any conflict with the provisions of Conditions 13(a) and 13(b).

Appears in 1 contract

Samples: Agency Agreement (Credit Suisse Group Ag)

Meetings of Holders. The Agency Trust Deed contains provisions for convening meetings of Holders the Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any of the provisions of the Trust Deed, the Agency DeedAgreement or the Standby Letter of Credit. Such a meeting may be convened by Holders the Trustee or the Issuer and shall be convened by the Trustee upon request in writing from Bondholders holding not less than 10 per cent. in aggregate principal amount of the CCNs Bonds for the time being outstandingoutstanding (as defined in the Trust Deed) and subject to the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction. The quorum for any meeting convened to consider an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority more than 50 per cent. in aggregate principal amount of the CCNs Bonds for the time being outstandingoutstanding (as defined in the Trust Deed), or at any adjourned meeting one two or more persons being or representing Holders Bondholders whatever the aggregate principal amount of the CCNs Bonds held or represented, unless the business of such meeting includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed (each, a “Reserved Matter”), including consideration of proposals, inter alia, (i) to amend modify the provisions for redemption Maturity Date or the dates on which interest is payable in respect of the CCNs or any date for payment of interest on the CCNsBonds, (ii) to reduce or cancel the principal amount of of, any premium payable on redemption of, or interest on, the CCNsBonds, (iii) to reduce the rate of interest in respect of the CCNs or to vary the method or basis of calculating the rate or amount of interest or the basis for calculating the amounts of any interest in respect of the CCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the CCNs, (v) to vary change the currency of payment or denomination of the CCNsBonds, (viiv) to modify the provisions concerning the quorum required at any meeting of Holders Bondholders or the majority required to pass the an Extraordinary Resolution, or (viiv) to amend modify or modify release the provisions relating Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of securities pursuant to the Conversion EventCondition 15 or modification pursuant to Condition 12(b)), in which case the necessary quorum shall for passing an Extraordinary Resolution will be such person two or more persons holding or representing not less than 75 per cent., or at any such meeting adjourned meeting for lack of quorum not less than 25 per cent., in aggregate principal amount of the CCNs for Bonds then outstanding (as defined in the time being outstandingTrust Deed). Any Extraordinary Resolution duly passed shall be binding on Holders (Bondholders, whether or not they were present at the meeting at which such resolution was passed). A The Trust Deed provides that a resolution in writing signed by or on behalf of the Holder or Holders Bondholders of not less than 75 90 per cent. in aggregate principal amount of the CCNs Bonds for the time being outstanding (as defined in the Trust Deed) shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Holders Bondholders duly convened and held. Such a resolution in writing may be contained in one document document, or several documents in the same form, form each signed by or on behalf of one or more HoldersBondholders.

Appears in 1 contract

Samples: www1.hkexnews.hk:443

Meetings of Holders. The Agency Deed Agreement contains provisions for convening meetings of Holders to consider any matter affecting their interestsmatters relating to the Securities, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of the Agency DeedConditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Holders holding not less than 10 per cent. in one tenth of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority in one more than half of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities or, or at any adjourned meeting one meeting, two or more persons being or representing Holders whatever the aggregate principal amount of the CCNs Securities held or represented; provided, unless the business of such meeting includes consideration of proposalshowever, inter alia, that certain proposals (i) including any proposal to amend the provisions for redemption of the CCNs or change any date fixed for payment of interest on the CCNs, (ii) to reduce principal or cancel the principal amount of the CCNs, (iii) to reduce the rate of interest Distribution in respect of the CCNs or Securities, to vary reduce the method or basis of calculating the rate or amount of interest principal or the basis for calculating the amounts of Distribution payable on any interest date in respect of the CCNsSecurities, (iv) to vary any alter the method of, or basis for, of calculating the amounts payable on redemption amount of any payment in respect of the CCNsSecurities or the date for any such payment, (v) to vary change the currency of payment payments under the Securities, to amend the subordination provisions in the Deed of Covenant or denomination of the CCNs, (vi) to modify the provisions concerning change the quorum required at any meeting of Holders requirements relating to meetings or the majority required to pass the an Extraordinary ResolutionResolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or more persons holding or representing not less than 75 per cent.three quarters or, or at any adjourned meeting not less than 25 per cent.meeting, in one quarter of the aggregate principal amount of the CCNs for the time being outstandingoutstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Holders all the Holders, whether present or not. In addition, (whether or not they were present at the meeting at which such resolution was passed). A i) a resolution in writing signed by or on behalf of the Holder or Holders of not less than 75 90 per cent. in of the aggregate principal amount of Securities for the CCNs time being outstanding shall for all purposes be will take effect as valid and effective as if it were an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more HoldersHolders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Appears in 1 contract

Samples: Agency Agreement (PCGI Intermediate Holdings LTD)

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