Common use of Meetings of the Securityholders Clause in Contracts

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-laws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders: (i) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (ii) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iii) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (iv) Any required vote of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given to each Holder of record of such Preferred Securities in the manner set forth in Section 19.09 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (c) Subject to the provisions of this Agreement, the Board of Directors shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Deutsche Bank Capital Funding LLC IX), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC III), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC II)

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Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-laws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority Majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders: (i) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (ii) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure discretion of the Securityholder executing it at any time before it is voted. (iii) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (iv) Any required vote of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given to each Holder of record of such Preferred Securities in the manner set forth in Section 19.09 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (c) Subject to the provisions of this Agreement, the Board of Directors shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust XII)

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsLaws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders:. (ib) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (iic) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iiid) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (ive) Any required vote approval of Company Preferred Securityholders may be given at a separate meeting of such Company Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Company Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 7.3, or of any matter upon which action may be taken by written consent of such Company Preferred Securityholders, to be given mailed to each Holder holder of record of such the Company Preferred Securities in the manner set forth in Section 19.09 hereofSecurities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such Company Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (cf) Subject to the provisions Section 7.3(e) and Section 8.3(e) of this Agreement, the Board of Directors Directors, in their sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Teco Capital Trust Iii), Limited Liability Company Agreement (Teco Energy Inc)

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, Board (if any), the President, President or the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsLaws. A special meeting of Securityholders shall also holders of Company Preferred Securities or Company Parity Preferred Securities will be called by at the Secretary upon request of holders of 25% (based on the written request, stating the purpose aggregate liquidation preference) of the meeting, of Securityholders who together own of record a majority of the Company Preferred Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of and any Class B Company Parity Preferred Securityholder entitled to vote in such special meeting. (b) Securities. Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders:. (ib) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (iic) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iiid) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (ive) Any required vote approval of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Company Preferred Securities or Company Parity Preferred Securities are entitled to vote pursuant to Section 7.04 7.3, any Certificate of Designations adopted by the Board of Directors or Article XIV of this Agreement, or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given mailed to each Holder holder of record of such the Company Preferred Securities in the manner set forth in Section 19.09 hereofor Company Parity Preferred Securities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (cf) Subject to the provisions Section 8.3(e) of this Agreement, the Board of Directors Directors, in their sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ubs Preferred Funding Co LLC I)

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsBylaws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders:. (ib) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (iic) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iiid) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that as the Board of Directors may designate. (ive) Any required vote approval of LLC Preferred Securityholders may be given at a separate meeting of such LLC Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company LLC or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which LLC Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 7.3, or of any matter upon which action may be taken by written consent of such LLC Preferred Securityholders, to be given mailed to each Holder holder of record of such the LLC Preferred Securities in the manner set forth in Section 19.09 hereofSecurities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such LLC Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (cf) Subject to the provisions Section 7.3(e) and Section 8.3(e) of this Agreement, the Board of Directors Directors, in their sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Teco Energy Inc)

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsLaws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders:. (ib) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (iic) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iiid) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (ive) Any required vote approval of Company Preferred Securityholders may be given at a separate meeting of such Company Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Company Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 7.3, or of any matter upon which action may be taken by written consent of such Company Preferred Securityholders, to be given mailed to each Holder holder of record of such the Company Preferred Securities in the manner set forth in Section 19.09 hereofSecurities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such Company Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (cf) Subject to the provisions Section 7.3(e) and Section 8.3(e) of this Agreement, the Board of Directors Directors, in their sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.of

Appears in 1 contract

Samples: Limited Liability Company Agreement (Teco Capital Trust Iii)

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Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsLaws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders: (ia) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent.; (iib) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-attorney in fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted.; (iiic) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate.; (ivd) Any required vote approval of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 10.02 or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given mailed to each Holder holder of record of such the Preferred Securities in the manner set forth in Section 19.09 hereofSecurities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.; and (ce) Subject to the provisions Section 11.03(d) of this Agreement, the Board of Directors Directors, in their sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Abn Amro Bank Nv)

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsLaws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders: (ia) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent.; (iib) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-attorney in fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted.; (iiic) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate.; (ivd) Any required vote approval of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 10.04 or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given mailed to each Holder holder of record of such the Preferred Securities in the manner set forth in Section 19.09 hereofSecurities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.; and (ce) Subject to the provisions Section 11.03(d) of this Agreement, the Board of Directors Directors, in their sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Abn Amro Bank Nv)

Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-lawsLaws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders:. (ib) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (iic) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-facta Person authorized by the Securityholder in writing or otherwise. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iiid) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (ive) Any required vote approval of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 7.3, any Certificate of Designation adopted by the Board of Directors or Article XIV of this Agreement, or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given mailed to each Holder holder of record of such the Preferred Securities in the manner set forth in Section 19.09 hereofSecurities. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution action proposed for adoption to be taken at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (cf) Subject to the provisions Section 8.3(e) of this Agreement, the Board of Directors Directors, in its sole discretion, shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Appears in 1 contract

Samples: Limited Liability Company Agreement (BNP Us Funding LLC)

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