Written Resolutions Sample Clauses

Written Resolutions. If a Written Resolution has been proposed under the terms of these 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 Bonds 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. 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. (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. 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 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 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

Written Resolutions where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writing directly to the Issuer, (a) by accountholders in the clearing system(s) with entitlements to such Global Bond and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer shall be entitled to rely on any certificate or other document by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Bondholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Bonds is clearly identified together with the amount of such holding. The Issuer shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Bondholders and holders of Coupons, whether or not they participated in such Written Resolution and/or Electronic Consent.

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.