Noteholders' Meeting Sample Clauses

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Noteholders' Meeting. ‌ 19.1 The Agent shall convene a Noteholders’ Meeting as soon as practicable and in any event no later than ten (10) Business Days after receipt of a valid request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or administrative reasons) by sending a notice thereof to each person who is registered as a Noteholder on a date selected by the Agent which falls no more than five (5) Business Days prior to the date on which the notice is sent.‌ 19.2 The notice pursuant to Clause 19.1 shall include (i) time for the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Noteholders), (iv) the day on which a person must be Noteholder in order to exercise Noteholders’ rights at the Noteholders’ Meeting, and (v) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Noteholders’ Meeting. Should prior notification by the Noteholders be required in order to attend the Noteholders’ Meeting, such requirement shall be included in the notice.‌ 19.3 The Noteholders’ Meeting shall be held no earlier than ten (10) Business Days and no later than thirty (30) Business Days after the effective date of the notice. 19.4 Without amending or varying these Terms and Conditions, the Agent may prescribe such further regulations regarding the convening and holding of a Noteholders’ Meeting as the Agent may deem appropriate. Such regulations may include a possibility for Noteholders to vote without attending the meeting in person.
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Noteholders' Meeting a) A meeting of the Noteholders (hereinafter called a "Meeting") may be convened by the Company or shall be convened by the Company if so requested by Notes representing not less than 25% of the aggregate principal amount of all Notes outstanding under the Terms of the Notes (i) after the event of default shall have occurred and be continuing to consider a waiver of an event of default or any modification or amendment of the provisions of the terms of the Notes, or (ii) a substitution of Banca del Gottardo. The cost and expenses of a Meeting shall be borne by the Company.
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Noteholders' Meeting. ‌ (a) The Agent shall convene a Noteholders' Meeting by sending a notice thereof to each Noteholder no later than five (5) Business Days after receipt of a request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or administrative reasons). (b) Should the Issuer want to replace the Agent, it may convene a Noteholders' Meeting in accordance with Clause 18(a) with a copy to the Agent. After a request from the Noteholders pursuant to Clause 21.4(c), the Issuer shall no later than five (5) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Noteholders' Meeting in accordance with Clause 18(a). (c) The notice pursuant to Clause 18(a) shall include (i) time for the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Noteholders) and (iv) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Noteholders' Meeting. Should prior notification by the Noteholders be required in order to attend the Noteholders' Meeting, such requirement shall be included in the notice. (d) The Noteholders' Meeting shall be held no earlier than five (5) Business Days and no later than fifteen (15) Business Days from the notice. (e) Without amending or varying these Terms and Conditions, the Agent may prescribe such further regulations regarding the convening and holding of a Noteholders' Meeting as the Agent may deem appropriate. Such regulations may include a possibility for Noteholders to vote without attending the meeting in person.
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Noteholders' Meeting a) A meeting of the Holders (hereinafter called a "Meeting") may be convened by the Company or shall be convened by the Company if so requested by Notes representing not less than 25% of the aggregate principal amount of all Notes outstanding under the Terms of the Notes (i) after the event of default shall have occurred and be continuing to consider a waiver of an event of default or any modification or amendment of the provisions of the terms of the Notes, or (ii) a substitution of Banca del Gottardo. The cost and expenses of a Meeting shall be borne by the Company. b) Notice of the Meeting specifying the place, day and hour of the Meeting shall be given at least 20 days prior to the proposed date thereof (exclusive of the day on which the notice is given and the day on which the Meeting is to be held) in accordance with Section 12 hereof. Such notice shall state generally the nature of the business to be transacted at the Meeting thereby convened but (except for an Extraordinary Resolution (as defined below)) it shall not be necessary to specify in such notice the terms of any resolution to be proposed. c) The Meeting shall be held in Lugano and shall be chaired by a representative of the Company or if such representative of the Company shall not be present within 30 minutes after the time appointed for the holding of the Meeting, the Noteholders present shall choose one of their members to be chairman. The Meeting shall be conducted in the English language exclusively. d) Resolutions shall only be passed if a quorum of two or more persons holding 25% or more of the aggregate principal amount of all Notes outstanding are present. The quorum at any Meeting for passing an Extraordinary Resolution shall be two or more persons holding two-thirds or more of the aggregate principal amount of all Notes outstanding. Resolutions shall be passed if approved by the absolute majority of votes cast save that an Extraordinary Resolution shall be passed only if approved by three-fourths or more of votes cast. Any resolution passed at a Meeting duly convened and held in accordance with the terms of the Notes shall be binding upon all the Holders, whether present or not present at such Meeting and whether or not voting, and upon all the holders of coupons. e) If within 30 minutes after the time appointed for any such Meeting a quorum is not present, the Meeting shall, if convened upon the request of Holders, be dissolved. In any other case, it shall stand adjourned for ...
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Noteholders' Meeting. 85 Section 11.01.
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Noteholders' Meeting. The Company may convene a meeting of Noteholders (a “Noteholders’ Meeting”) to resolve on amendments to these Terms and Conditions or other matters as specified below. Upon the request of the holders of not less than 20 per cent of the Outstanding Amount, the Company shall convene a Noteholders’ Meeting on the date specified by the Noteholders in such request, provided that such date may not be earlier than ten (10) Business Days following the date of such request.
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Noteholders' Meeting. The Company may convene a meeting of Noteholders (a “Noteholders’ Meeting”) to resolve on amendments to these Terms and Conditions or other matters as specified below. Upon the request of the holders of not less than 20 per cent of the Outstanding Amount, the Company shall convene a Noteholders’ Meeting on the date specified by the Noteholders in such request, provided that such date may not be earlier than ten (10) Business Days following the date of such request. The Company shall deliver the notice of a Noteholders’ Meeting in accordance with this Clause 3.1 no later than five (5) Business Days prior to the meeting. The notice shall specify the time, place and agenda of the meeting as well as any action required on the part of a Noteholder to attend the meeting. No matters other than those referred to in the notice may be resolved upon at the Noteholders’ Meeting. A Noteholders’ Meeting shall be held in London, UK or such other location as may be agreed between the Company and the Requisite Noteholders, and its chairman shall be appointed by the Company. A Noteholders’ Meeting shall constitute a quorum only if one (1) or more Noteholders holding in aggregate fifty (50) per cent or more of the Outstanding Amount are present at the meeting. Voting rights of Noteholders shall be determined according to the Outstanding Amount of Notes held. A representative of the Company and a person authorised to act for the Company may attend and speak at a Noteholders’ Meeting. A Noteholders’ Meeting shall be entitled by a majority of the votes cast to make the following decisions that shall be binding on all Noteholders:
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Noteholders' Meeting 
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Related to Noteholders' Meeting

  • Holders Meetings Section 9.01 . Purpose of Meetings 54 Section 9.02 . Call of Meetings by Trustee 55 Section 9.03 . Call of Meetings by Company or Holders 55 Section 9.04 . Qualifications for Voting 55 Section 9.05 . Regulations 55 Section 9.06 . Voting 56 Section 9.07 . No Delay of Rights by Meeting 56

  • Stockholders Meeting (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

  • Shareholders Meeting (a) The Company, acting through the Company Board, shall, in accordance with applicable law: (i) subject to the fiduciary duties of the Company Board, duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as soon as practicable following the execution of this Agreement for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (A) to obtain and furnish the information required to be included by the SEC in a definitive proxy statement (the "Proxy Statement") and, after consultation with HK, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause the Proxy Statement to be mailed to its shareholders and (B) subject to the fiduciary duties of the Company Board, to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the recommendation of the Company Board that shareholders of the Company vote in favor of the approval of this Agreement. (b) The Company covenants that the Proxy Statement will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by HK in writing for inclusion in the Proxy Statement. Each of the Company, on the one hand, and HK, on the other hand, agree promptly to correct any information provided by either of them for use in the Proxy Statement if and to the extent that it shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case, as and to the extent required by applicable federal securities laws.

  • Securityholders Meetings SECTION 8.01.

  • Stockholders Meetings Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors. Section 2. Special meetings of all stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President. Section 3. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a small number of shares may adjourn, from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein.