Meetings of Holders of the Preferred Securities (a) No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of the Holders of the Preferred Securities to vote on any matter upon the written request of the Holders of at least twenty five percent (25%) in aggregate Liquidation Amount of the Outstanding Preferred Securities and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Preferred Securities to vote on any matters as to which such Holders are entitled to vote.
(b) The Holders of at least a Majority in Liquidation Amount of the Preferred Securities, present in person or by proxy, shall constitute a quorum at any meeting of the Holders of the Preferred Securities.
(c) If a quorum is present at a meeting, an affirmative vote by the Holders present, in person or by proxy, holding Preferred Securities representing at least a Majority in Liquidation Amount of the Preferred Securities held by the Holders present, either in person or by proxy, at such meeting shall constitute the action of the Holders of the Preferred Securities, unless this Trust Agreement requires a lesser or greater number of affirmative votes.
Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.
MEMBERS OF DIPLOMATIC MISSIONS AND CONSULAR POSTS Nothing in this Agreement shall affect the fiscal privileges of members of diplomatic missions or consular posts under the general rules of international law or under the provisions of special agreements.
Meetings of Holders of Notes (1) The Fiscal Agent shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the beneficial holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the Fiscal Agent.
(2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal Agent, or any other person authorized for such purpose by the Fiscal Agent or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions.
(3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof.
(4) Some person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman.
(5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the Fiscal Agent, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding.
(6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
(7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct.
(8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders.
(9) The Issuer and the Fiscal Agent by their respective officers, directors and representatives, and the legal advisors of the Issuer and the Fiscal Agent may attend any meeting of the holders of Notes, but shall have no vote as such.
(10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution:
(a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent;
(b) power to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(c) power to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; and
(d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent.
(11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed.
(12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.
Powers of Arbitrator a. The Arbitrator shall be empowered, except as limited herein, after due investigation, to make a decision in cases of alleged violations, misinterpretations, or misapplications of a specific Article and Section of this Agreement.
1) The Arbitrator shall have no power to add to, subtract from, disregard, alter, or modify any of the terms of this Agreement.
2) The Arbitrator shall have no power to establish salary scales, change any salary figures in the Agreement, or increase or change any staffing requirements set forth in this Agreement.
3) The Arbitrator shall have no power to rule on any of the following: The termination of services of, or failure to re-employ any probationary employee.
4) The Arbitrator’s powers shall be limited to deciding whether the District has violated the specific articles or sections of this Agreement. It is agreed (except as to the provisions set forth in this Agreement) the Arbitrator shall have no power to change any practice, policy or rule of the District.
5) The Arbitrator shall have power to make monetary awards but not to award monetary damages.
6) In rendering decisions, the Arbitrator shall give full recognition to the responsibilities of the Board which establishes the District's rights, powers and authority as that exercised or it had prior to the date of this Agreement as specifically limited by express provisions of this Agreement. The Arbitrator’s decision shall be consistent with the rights reserved to the District by this provision.
7) If the arbitrability of any grievance under the terms of this Agreement is disputed, or if either party alleges that the other has failed to comply with the grievances or arbitration procedure, the Arbitrator shall first rule on the question of arbitrability or procedure. Should the Arbitrator determine that the grievance is not arbitrable, it shall be referred back to the parties without decision or recommendation as to its merits.
b. Although the arbitrator may cite law in making his/her award, he/she shall have no power to interpret State and/or Federal Law, to hear any matter involving constitutional rights or to render any provisions of this Agreement inapplicable by reason thereof.
c. The Arbitrator’s decisions shall be submitted in writing and shall set forth his findings and conclusions with respect to the issue submitted to arbitration.
d. There shall be no appeal from an arbitrator's decision. If within the scope of his/her authority as set forth herein, and it shall be final and binding on the Union, members of the bargaining unit, the employee or employees involved, and the District.
Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.
Holders of Receipts Are Parties The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.
VOTES OF MEMBERS On the show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.
Numbers of Documents All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.
Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.
