Common use of Written Resolutions Clause in Contracts

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.

Appears in 2 contracts

Samples: Bond Agreement, Bond Agreement

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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) 18.1 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 Depository at the time the Summons is sent from the Securities Register Depository and published at the Bond Trustee’s web sitewebsite, 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)18.1, 6.2 (Procedure for arranging a Bondholders’ Meeting)18.2, Clause 6.3 (Voting rules) 18.3 and Clause 6.4 (Repeated Bondholders’ Meeting) 18.4 shall apply mutatis mutandis to a Written Resolution, except that: (i) : the provisions set out in Clauses 6.2.7, 6.2.8 paragraphs (h) to and 6.2.9including (K) of Clause 18.2; or (ii) or provisions which are otherwise in conflict with the requirements of this Clause 6.518.5, 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) and 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 majoritymajority (the “Voting Period”), which shall such Voting Period to be at least 10 three (3) Business Days but not more than 15 fifteen (15) Business Days from the date of the Summons Summons, provided however that the Voting Period for a Written Resolution summoned pursuant to Clause 18.4 shall be at least ten (10) Business Days but not more than fifteen (15) Business Days from the “Voting Period”). 6.5.6date of the Summons. Only Bondholders of Voting Bonds registered with the Securities Register Depository on the Relevant Record Datedate falling on the immediate preceding Business Day to the date of the Bondholders` Meeting, or the beneficial owner thereof having presented relevant evidence of proof of ownership to the Bonds to the Bond Trustee pursuant to Clause 5.3 (Bondholders’ rights)Trustee, will be counted in the Written Resolution. 6.5.7. A Written Resolution is passed when the requisite majority set out in paragraph (d) or paragraph (e) of Clause 6.1.5 or 618.3 has been achieved, based on the total number of Voting Bonds, even if the Voting Period has not yet expired. A Written Resolution may also be resolved if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period. The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being achieved. If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the close of business on the last day of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs (d) to (e) of Clause 18.3.

Appears in 1 contract

Samples: Bond Agreement

Written Resolutions. 6.5.1. (a) Subject to this Bond Agreement, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 6.1 16.1 (Authority of o f the Bondholders’ 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. (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. 6.5.3. (c) 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 Depository and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release. 6.5.4. (d) The provisions set out in Clause 6.1 16.1 (Authority of o f the Bondholders’ Meeting), 6.2 16.2 (Procedure for arranging a Procedural ridesfor Bondholders’ Meeting' Meetings), Clause 6.3 16.3 (Voting rulesResolutionspassed at Bondholders' Meetings) and Clause 6.4 16.4 (Repeated Bondholders’ Bondholders ’Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (i) the provisions set out in Clauses 6.2.716.2.8, 6.2.8 16.2.10 and 6.2.916.2.11; or (ii) provisions which are otherwise in conflict with the requirements of this Clause 6.516.5 (Written Resolutions), shall not apply to a Written Resolutionwritten procedure. 6.5.5. (e) 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 majoritymajority (the “Voting Period”), which shall such Voting Period to be at least 10 three (3) Business Days but not more than 15 Business Days from the date of the Summons Summons, provided however that the Voting Period for a Written Resolution summoned pursuant to Clause 16.4 (Repeated Bondholders’Meeting) shall be at least ten (10) Business Days but not more than 15 Business Days from the “Voting Period”)date of the Summons. 6.5.6. (f) Only Bondholders of Voting Bonds registered with the Securities Register Depository 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)16.3.1, will be counted in the Written Resolution. 6.5.7. (g) A Written Resolution is passed when the requisite majority set out in Clause 6.1.5 or 6Clauses 16.3.4 and 16.

Appears in 1 contract

Samples: Bond Agreement

Written Resolutions. 6.5.1. (a) Subject to this these Bond AgreementTerms, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 6.1 30.1 (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. (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. 6.5.3. (c) The Summons for the Written Resolution shall be sent to the Bondholders registered in the Securities Register CSD 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 releaseCSD. 6.5.4. (d) The provisions set out in Clause 6.1 30.1 (Authority of the Bondholders’ Meeting), 6.2 Clause 30.2 (Procedure for arranging a Bondholders’ Bondholder’s Meeting), Clause 6.3 30.3 (Voting rulesRules) and Clause 6.4 30.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (i) the provisions set out in Clauses 6.2.7paragraphs (g), 6.2.8 (h) and 6.2.9(i) of Clause 30.2 (Procedure for arranging Bondholders Meetings); or (ii) provisions which are otherwise in conflict with the requirements of this Clause 6.530.5 (Written Resolution), shall not apply to a Written Resolution. 6.5.5. (e) 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 Issuer or the person convening the meeting must have received all votes necessary in order for the Written Resolution to be passed with the requisite majoritymajority (the "Voting Period"), which shall such Voting Period to be at least 10 three (3) Business Days but not more than 15 fifteen (15) Business Days from the date of the Summons Summons, provided however that the Voting Period for a Written Resolution summoned pursuant to Clause 30.4 (Repeated Bondholders’ Meeting) shall be at least ten (10) Business Days but not more than fifteen (15) Business Days from the “Voting Period”)date of the Summons. 6.5.6. (f) Only Bondholders of Voting Bonds registered with the Securities Register CSD 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)Chairperson, will be counted in the Written Resolution. 6.5.7. (g) A Written Resolution is passed when the requisite majority set out in paragraph (f) or paragraph (g) of Clause 6.1.5 or 630.1 (Authority of Bondholders’ Meeting) has been achieved, based on the total number of Bonds, even if the Voting Period has not yet expired. A Written Resolution may also be resolved if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period. (h) The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being achieved. (i) If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the close of business on the last day of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs (d) to (f) of Clause 30.1 (Authority of Bondholders’ Meeting).

Appears in 1 contract

Samples: Bond Terms

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Written Resolutions. 6.5.1. 16.5.1 Subject to the provisions in this Bond Agreement, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 6.1 16.1 (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. 16.5.2 The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by a Written Resolution only, unless the Bond Trustee decides otherwise. 6.5.3. 16.5.3 The Summons summons for the Written Resolution shall be sent to the Bondholders registered in through the Securities Register at the time the Summons is sent from the Securities Register Depository and published at the Bond Trustee’s web sitewebsite, or other relevant electronic platform or via press release. 6.5.4. 16.5.4 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 summons for a Written Resolution shall include: (ia) instructions as to how to vote in relation to each separate item in the Summons summons (including instructions as to how voting can be done electronically if relevant); and (iib) 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 majoritymajority (the “Voting Period ”), which shall such Voting Period to be at least 10 three (3) Business Days but not more than 15 fifteen (15) Business Days from the date of the Summons (summons, provided however that 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 Period for a Written Resolution summoned pursuant to Clause 5.3 16.4 (Repeated Bondholders’ rights), will Meeting) shall 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.at least five (5) Business Days but not more than fifteen

Appears in 1 contract

Samples: Bond Agreement

Written Resolutions. 6.5.1. (a) Subject to this Bond Agreement, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 6.1 16.1 (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. (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. 6.5.3. (c) 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 Depository and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release. 6.5.4. (d) The provisions set out in Clause 6.1 16.1 (Authority of the Bondholders’ Meeting), 6.2 16.2 (Procedure Procedural rules for arranging a Bondholders’ MeetingMeetings), Clause 6.3 16.3 (Voting rulesResolutions passed at Bondholders’ Meetings) and Clause 6.4 16.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (i) the provisions set out in Clauses 6.2.716.2.8, 6.2.8 16.2.10 and 6.2.916.2.11; or (ii) provisions which are otherwise in conflict with the requirements of this Clause 6.516.5 (Written Resolutions), shall not apply to a Written Resolutionwritten procedure. 6.5.5. (e) 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 majoritymajority (the “Voting Period”), which shall such Voting Period to be at least 10 three (3) Business Days but not more than 15 Business Days from the date of the Summons Summons, provided however that the Voting Period for a Written Resolution summoned pursuant to Clause 16.4 (Repeated Bondholders’ Meeting) shall be at least ten (10) Business Days but not more than 15 Business Days from the “Voting Period”)date of the Summons. 6.5.6. (f) Only Bondholders of Voting Bonds registered with the Securities Register Depository 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)16.3.1, will be counted in the Written Resolution. 6.5.7. (g) A Written Resolution is passed when the requisite majority set out in Clause 6.1.5 or 6Clauses 16.3.4 and 16.

Appears in 1 contract

Samples: Bond Agreement (Navigator Holdings Ltd.)

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