Meetings of Securityholders. 54 SECTION 10.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................54 SECTION 10.2
Meetings of Securityholders. No annual meeting of Securityholders is required to be held. The Administrative Trustees, however, shall call a meeting of Securityholders to vote on any matter upon the written request of the Securityholders of record of 25% of the Securities (based upon their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of Securityholders to vote on any matters as to which Securityholders are entitled to vote. Securityholders of record of 50% of the Outstanding Securities (based upon their Liquidation Amount), present in person or represented by proxy, shall constitute a quorum at any meeting of Securityholders. If a quorum is present at a meeting, an affirmative vote by the Securityholders of record present, in person or by proxy, holding more than a majority of the Securities (based upon their Liquidation Amount) held by the Securityholders of record present, either in person or by proxy, at such meeting shall constitute the action of the Securityholders, unless this Trust Agreement requires a greater number of affirmative votes.
Meetings of Securityholders. 23.1 The provisions of Schedule 3 to the Trust Deed shall apply to meetings of the Securityholders and shall have effect in the same manner as if set out in this Agreement.
Meetings of Securityholders. 32 SECTION 6.04. Voting Rights.............................................................................32 SECTION 6.05. Proxies, etc..............................................................................32 SECTION 6.06. Securityholder Action by Written Consent..................................................32 SECTION 6.07. Record Date for Voting and Other Purposes.................................................32 SECTION 6.08. Acts of Securityholders...................................................................33 SECTION 6.09. Inspection of Records.....................................................................34
Meetings of Securityholders. To the extent provided by the Supplement for any Series issued in whole or in part in Bearer Securities, the Transferor or the Trustee may at any time call a meeting of the Securityholders of such Series, to be held at such time and at such place as the Transferor or the Trustee, as the case may be, shall determine, for the purpose of approving a modification of or amendment to, or obtaining a waiver of, any covenant or condition set forth in this Agreement with respect to such Series or in the Securities of such Series, subject to Section 13.1 of this Agreement. [End of Article VI]
Meetings of Securityholders. The Agency Agreement contains provisions for convening meetings of Securityholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. All meetings of holders of Securities will be held in accordance with applicable provisions of Italian law in force at the time. In accordance with Article 2415 of the Italian Civil Code, the meeting of Securityholders is empowered to resolve upon the following matters: (i) the appointment and revocation of a joint representative (rappresentante comune) of the Securityholders; (ii) any amendment to these Conditions; (iii) motions for composition with creditors (concordato) of the relevant Issuer; (iv) establishment of a fund for the expenses necessary for the protection of the common interests of the Securityholders and the related statements of account; and (v) on any other matter of common interest to the Securityholders . Such a meeting may be convened by the Board of Directors of the Issuer or by the joint representative of the Securityholders when the Board of Directors or the joint representative, as the case may be, deems it necessary or appropriate, and such a meeting shall be convened when a request is made by the Securityholders holding not less than 5 per cent. in principal amount of the Securities for the time being outstanding, in each case in accordance with Article 2415 of the Italian Civil Code. The constitution of meetings and the validity of resolutions thereof shall be governed pursuant to the provision of Italian laws (including, without limitation, Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Law on Finance”) and the Issuer’s by-laws in force from time to time. Italian law currently provides that (subject as provided below) at any such meeting, (i) in the case of a sole call meeting, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, or (ii) in case of a multiple call meeting (a) in the case of a first meeting, one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (b) in the case of a second meeting foll...
Meetings of Securityholders. (a) If at the time any Bearer Securities are issued and outstanding with respect to any Series or Class to which any meeting described below relates, the Servicer or the Trustee may at any time call a meeting of Investor Securityholders of any Series or Class or of all Series, to be held at such time and at such place as the Servicer or the Trustee, as the case may be, shall determine, for the purpose of approving a modification of or amendment to, or obtaining a waiver of any covenant or condition set forth in, this Agreement, any Supplement or the Investor Securities or of taking any other action permitted to be taken by Investor Securityholders hereunder or under any Supplement. Notice of any meeting of Investor Securityholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 13.5, the first mailing and publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of Investor Securityholders a Person shall be (i) a Holder of one or more Investor Securities of the applicable Series or Class or (ii) a person appointed by an instrument in writing as proxy by the Holder of one or more such Investor Securities. The only persons who shall be entitled to be present or to speak at any meeting of Investor Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Transferor, the Servicer and the Trustee and their respective counsel. (b) At a meeting of Investor Securityholders, persons entitled to vote Investor Securities evidencing a majority of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum at any such meeting, the meeting may be adjourned for a period of not less than 10 days; in the absence of a quorum at any such meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote Investor Securities evidencing at least 25% of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may b...
Meetings of Securityholders. 35 --------------------------- SECTION 6.04.
Meetings of Securityholders. 52 SECTION 10.1. Purposes for Which Meetings May Be Called..........52 SECTION 10.2. Manner of Calling Meetings.........................52 SECTION 10.3. Calling of Meetings by the Company or Holders......53 SECTION 10.4. Who May Attend and Vote at Meetings................53
Meetings of Securityholders. (a) Company shall promptly after the date hereof take all action necessary in accordance with California Corporations Code and its Articles of Incorporation and Bylaws to convene the Company Shareholders Meeting or to secure the written consent of its shareholders within sixty (60) days of the date of this Agreement. Company shall consult with Parent regarding the date of the Company Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Company Shareholders Meeting without the consent of Parent. Company shall use its reasonable best efforts to solicit from shareholders of Company proxies or consent in favor of approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby and shall take all other action necessary or advisable to secure the vote or consent of securityholders required to effect the Merger and the other transactions contemplated hereby.
