MEETINGS OF NOTEHOLDERS. 17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting. 17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes. 17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg or in London, England as the Registrar and TMCC shall determine. Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Luxembourg or London for such meeting and may call such meeting by giving notice thereof as provided in this Subsection 17.3. 17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. 17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes. 17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. 17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby. 17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
Appears in 3 contracts
Samples: Note Agency Agreement (Toyota Motor Credit Corp), Note Agency Agreement (Toyota Motor Credit Corp), Note Agency Agreement
MEETINGS OF NOTEHOLDERS. 17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 21 to be held at such time and at such place in Luxembourg or in London, England as the Registrar and TMCC shall determine. Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 2121, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Luxembourg or London for such meeting and may call such meeting by giving notice thereof as provided in this Subsection 17.317.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 17 or Section 21 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 17 or Section 21 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
Appears in 3 contracts
Samples: Note Agency Agreement (Toyota Motor Credit Corp), Note Agency Agreement (Toyota Motor Credit Corp), Note Agency Agreement (Toyota Motor Credit Corp)
MEETINGS OF NOTEHOLDERS. 17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by faxemail, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg Dublin or in London, England or to be held wholly or partly by means of electronic facility or facilities (including video conference platforms or by conference call), as the Registrar and TMCC shall determinedetermine (including determining the means, or all different means, of attendance and participation used in relation to a meeting of holders of Notes of any Series). Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting (which need not be a physical place), and if the meeting is to be held (wholly or partly) by means of electronic facility or facilities, including video conference platforms or conference calls (or partly in one way and partly in another), specifying the means, or all different means, of attendance and participation, and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Luxembourg Dublin or London or the electronic facility or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. Holders of Notes present in person or by proxy by means of electronic facility or facilities (including video conference platforms or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any Relevant Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
Appears in 2 contracts
Samples: Note Agency Agreement (Toyota Motor Credit Corp), Note Agency Agreement
MEETINGS OF NOTEHOLDERS. 17.1 18.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 18.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 18.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 22 to be held at such time and at such place in Luxembourg or in London, England as the Registrar and TMCC shall determine. Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 2122, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Luxembourg or London for such meeting and may call such meeting by giving notice thereof as provided in this Subsection 17.318.3.
17.4 18.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder.
17.5 18.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 18.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 18.6 Any modifications, amendments or waivers under this Section 17 18 or Section 21 22 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 18.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 18 or Section 21 22 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 18.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
Appears in 2 contracts
Samples: Note Agency Agreement (Toyota Motor Credit Corp), Note Agency Agreement (Toyota Motor Credit Corp)
MEETINGS OF NOTEHOLDERS.
17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC TCCI and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg Toronto, Canada or in London, England as the Registrar and TMCC TCCI shall determine. Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC TCCI and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC TCCI or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCCTCCI, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Toronto, Canada, London, England or Luxembourg or London for such meeting and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCCTCCI, to any modification contained in any such amendment may be prepared by TMCCTCCI, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC TCCI or holders of Registered Notes as provided above, in which case TMCC TCCI or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC TCCI and another to the Registrar to be preserved by the Registrar.
Appears in 1 contract
Samples: Note Agency Agreement
MEETINGS OF NOTEHOLDERS.
17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg or in London, England or to be held wholly or partly by means of electronic facility or facilities (including video conference platforms or by conference call), as the Registrar and TMCC shall determinedetermine (including determining the means, or all different means, of attendance and participation used in relation to a meeting of holders of Notes of any Series). Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting (which need not be a physical place), and if the meeting is to be held (wholly or partly) by means of electronic facility or facilities, including video conference platforms or conference calls (or partly in one way and partly in another), specifying the means, or all different means, of attendance and participation, and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-above- specified, as the case may be, may determine the time and the place in Luxembourg or London or the electronic facility or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. Holders of Notes present in person or by proxy by means of electronic facility or facilities (including video conference platforms or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
Appears in 1 contract
Samples: Note Agency Agreement
MEETINGS OF NOTEHOLDERS. 17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg or in London, England as the Registrar and TMCC shall determine. Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Luxembourg or London or the electronic facility or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. Holders of Notes present in person or by proxy by means of electronic facility or facilities (including video conference platforms or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
Appears in 1 contract
Samples: Note Agency Agreement
MEETINGS OF NOTEHOLDERS.
17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC TCCI and the Registrar by faxemail, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg Toronto, Canada or in London, England or to be held wholly or partly by means of electronic facility or facilities (including video conference platforms or by conference call), as the Registrar and TMCC TCCI shall determinedetermine (including determining the means, or all different means, of attendance and participation used in relation to a meeting of holders of Notes of any Series). Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting (which need not be a physical place), and if the meeting is to be held (wholly or partly) by means of electronic facility or facilities, including video conference platforms or conference calls (or partly in one way and partly in another), specifying the means, or all different means, of attendance and participation, and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC TCCI and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC TCCI or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCCTCCI, or the holders of Registered Notes in the amount above-above- specified, as the case may be, may determine the time and the place in Luxembourg Toronto, Canada, London, England or London Dublin or the electronic facility or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. Holders of Notes present in person or by proxy by means of electronic facility or facilities (including video conference platforms or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCCTCCI, to any modification contained in any such amendment may be prepared by TMCCTCCI, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any Relevant Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC TCCI or holders of Registered Notes as provided above, in which case TMCC TCCI or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC TCCI and another to the Registrar to be preserved by the Registrar.
Appears in 1 contract
Samples: Note Agency Agreement
MEETINGS OF NOTEHOLDERS.
17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC TCCI and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg Toronto, Canada or in London, England or to be held wholly or partly by means of electronic facility or facilities (including video conference platforms or by conference call), as the Registrar and TMCC TCCI shall determinedetermine (including determining the means, or all different means, of attendance and participation used in relation to a meeting of holders of Notes of any Series). Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting (which need not be a physical place), and if the meeting is to be held (wholly or partly) by means of electronic facility or facilities, including video conference platforms or conference calls (or partly in one way and partly in another), specifying the means, or all different means, of attendance and participation, and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC TCCI and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC TCCI or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCCTCCI, or the holders of Registered Notes in the amount above-above- specified, as the case may be, may determine the time and the place in Toronto, Canada, London, England or Luxembourg or London for the electronic facility or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. Holders of Notes present in person or by proxy by means of electronic facility or facilities (including video conference platforms or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCCTCCI, to any modification contained in any such amendment may be prepared by TMCCTCCI, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any Relevant Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC TCCI or holders of Registered Notes as provided above, in which case TMCC TCCI or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC TCCI and another to the Registrar to be preserved by the Registrar.
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Samples: Note Agency Agreement
MEETINGS OF NOTEHOLDERS. 17.1 Each of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered Notes, shall issue voting certificates and block voting instructions and shall forthwith give notice to TMCC and the Registrar by fax, with the original notice to follow by first class prepaid post, of any revocation or amendment of a block voting instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the Registrar, for the purpose full particulars, all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
17.2 A meeting of holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes affected thereby at any time and from time to time to make, give or take any request, demand, authorisation, direction, notice, consent, waiver or other action provided by this Agreement or the Registered Notes to be made, given or taken by holders of Registered Notes.
17.3 The Registrar may at any time call a meeting of holders of Registered Notes of any Series for any purpose specified in Section 21 to be held at such time and at such place in Luxembourg or in London, England or to be held wholly or partly by means of electronic facility or facilities (including video conference platforms or by conference call), as the Registrar and TMCC shall determinedetermine (including determining the means, or all different means, of attendance and participation used in relation to a meeting of holders of Notes of any Series). Notice of every meeting of holders of Registered Notes, setting forth the time and the place of such meeting (which need not be a physical place), and if the meeting is to be held (wholly or partly) by means of electronic facility or facilities, including video conference platforms or conference calls (or partly in one way and partly in another), specifying the means, or all different means, of attendance and participation, and in general terms the action proposed to be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar to call a meeting of the holders to take any action authorised in Section 21, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC, or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in Luxembourg or London or the electronic facility or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subsection 17.3.
17.4 To be entitled to vote at any meeting of holders of Registered Notes, a person shall be a registered holder of outstanding Registered Notes at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder. Holders of Notes present in person or by proxy by means of electronic facility or facilities (including video conference platforms or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.
17.5 The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 17.3 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding Registered Notes which shall constitute a quorum. The quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered Notes.
17.6 Any modifications, amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms and conditions of the Registered Notes will be conclusive and binding on all holders of Registered Notes whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Registered Notes. It shall not be necessary for the consent of the holders of Registered Notes under Condition 15 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
17.7 Registered Notes authenticated and delivered after the execution of any amendment under this Section 17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on transfer or the Registered Notes then outstanding affected thereby.
17.8 The Registrar may make such reasonable regulations as it may deem advisable for any meeting of holders of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by TMCC or holders of Registered Notes as provided above, in which case TMCC or the holders of Registered Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented at the meeting. The chairman of the meeting shall have no right to vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate, of the proceedings of each meeting of holders of Registered Notes shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar to be preserved by the Registrar.
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