Written Resolutions. If a Written Resolution has been proposed under the Conditions to modify any provision of, or action in respect of, these Conditions and the terms and conditions of other affected series of debt securities, as the case may be, the Aggregation Agent will, as soon as reasonably practicable after the relevant Written Resolution has been signed or confirmed in writing, calculate whether holders of a sufficient portion of the aggregate principal amount of the outstanding Notes and, where relevant, each other affected series of debt securities, have signed or confirmed in writing in favour of the Written Resolution such that the Written Resolution is passed. If so, the Aggregation Agent will determine that the Written Resolution has been duly passed.
Written Resolutions. Notwithstanding the foregoing, a written resolution or instrument signed in one or more counterparts by the Special Warrantholders holding not less than a majority of the Special Warrants outstanding in the case of an ordinary resolution, or not less than 66⅔% of the Special Warrants outstanding in the case of an Extraordinary Resolution, is deemed to be the same as, and to have the same force and effect as, an ordinary resolution or Extraordinary Resolution, as the case may be, duly passed at a Meeting or Adjourned Meeting.
Written Resolutions. A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution. For the purposes of this Bye-law only, “the Directors” shall not include an Alternate Director.
Written Resolutions. (a) Subject to this Agreement and the VPS Conditions, anything which may be resolved by the VPS Noteholders in a VPS Noteholders’ Meeting pursuant to Clause 4.1 (Authority of the VPS Noteholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the VPS Noteholders in a VPS Noteholders’ Meeting, and any reference in this Agreement or the VPS Conditions to a VPS Noteholders’ Meeting shall be construed accordingly.
(b) The person requesting a VPS Noteholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the VPS Trustee decides otherwise.
(c) The Summons for the Written Resolution shall be sent to the VPS Noteholders registered in the VPS at the time the Summons is sent from the VPS and published at the VPS Trustee’s web site, or other relevant electronic platform or via press release.
(d) The provisions set out in Clause 4.1 (Authority of the VPS Noteholders’ Meeting), 4.2 (Procedure for arranging a VPS Noteholders’ Meeting), Clause 4.3 (Voting Rules) and Clause 4.4 (Repeated VPS Noteholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that:
(i) the provisions set out in paragraphs (g), (h) and (i) of Clause 4.2 (Procedure for arranging VPS Noteholders’ Meetings); or
(ii) provisions which are otherwise in conflict with the requirements of this Clause
Written Resolutions. A resolution in writing signed by all directors or a resolution in writing of which notice has been given to all directors and which is signed by all directors entitled to vote on the resolution is a valid resolution of the Board. The resolution is taken to have been passed by a meeting of the Board when the last director signs or consents to the resolution unless provided otherwise in such written resolution.
Written Resolutions. 6.5.1. Subject to this Bond Agreement, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 6.1 (Authority of the Bondholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’ Meeting shall be construed accordingly.
6.5.2. The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise.
6.5.3. The Summons for the Written Resolution shall be sent to the Bondholders registered in the Securities Register at the time the Summons is sent from the Securities Register and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release.
6.5.4. The provisions set out in Clause 6.1 (Authority of the Bondholders’ Meeting), 6.2 (Procedure for arranging a Bondholders’ Meeting), Clause 6.3 (Voting rules) and Clause 6.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that:
(i) the provisions set out in Clauses 6.2.7, 6.2.8 and 6.2.9; or
(ii) provisions which are otherwise in conflict with the requirements of this Clause 6.5, shall not apply to a Written Resolution.
6.5.5. The Summons for a Written Resolution shall include:
(i) instructions as to how to vote to each separate item in the Summons (including instructions as to how voting can be done electronically if relevant); and
(ii) the time limit within which the Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority, which shall be at least 10 Business Days but not more than 15 Business Days from the date of the Summons (the “Voting Period”).
6.5.6. Only Bondholders of Voting Bonds registered with the Securities Register on the Relevant Record Date, or the beneficial owner thereof having presented relevant evidence to the Bond Trustee pursuant to Clause 5.3 (Bondholders’ rights), will be counted in the Written Resolution.
6.5.7. A Written Resolution is passed when the requisite majority set out in Clause 6.1.5 or 6.
Written Resolutions. 30.1 Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may, without a meeting may be done by written resolution in accordance with this Bye-law.
30.2 Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution.
30.3 A written resolution is passed when it is signed by, or in the case of a Member that is a corporation, on behalf of, the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting.
30.4 A resolution in writing may be signed in any number of counterparts.
30.5 A resolution In writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
30.6 A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Companies Act.
30.7 This Bye-law shall not apply to:
(a) a resolution passed to remove an Auditor from office before the expiration of his term of office; or
(b) a resolution passed for the purpose of removing a Director before the expiration of his term of office.
30.8 For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Companies Act, on behalf of, the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.
Written Resolutions. A written resolution signed by or on behalf of the holders of the requisite majority in aggregate principal amount of the Securities of a Series then outstanding shall be valid for all purposes as if it was a resolution passed at a meeting of holders of Securities of such Series duly called and held. A written resolution may be set out in one or more documents in like form each signed by or on behalf of one or more of such holders.
Written Resolutions. A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.
Written Resolutions. (a) Subject to these Bond Terms, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 7.1 (Authority of the Bondholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’ Meeting shall be construed accordingly.
(b) The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise.
(c) The Summons for the Written Resolution shall be sent to the Bondholders registered in the CSD at the time the Summons is sent from the CSD and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release.
(d) The provisions set out in Clause 7.1 (Authority of the Bondholders’ Meeting), 7.2 (Procedure for arranging a Bondholder’s Meeting), Clause 7.3 (Voting Rules) and Clause 7.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that:
(i) the provisions set out in paragraphs (g), (h) and (i) of Clause 7.2 (Procedure for arranging Bondholders Meetings); or
(ii) provisions which are otherwise in conflict with the requirements of this Clause
