Holders Meeting. (a) The general meeting of Holders will represent all such Holders and will be governed by the provisions of the respective Global Certificate and by the provisions contained in articles 218, 219, 220, 221, 223 and other related articles of the LGTOC, in accordance with articles 63, 00 Xxx 0, 00, 00 Xxx, 00 Bis 1 and 68 of the LMV, and any resolutions adopted at such general meeting will be binding on all Holders, including the absent and dissident Holders. (b) Except as set forth in paragraph (c) below, the Holders will meet in a Holders’ Meeting when called jointly by the Trustee and the Common Representative. The Manager or any member of the Technical Committee may, at any time, request that the Trustee and the Common Representative to call for a Holders’ Meeting, indicating the items of the agenda that shall be addressed by such Holders’ Meeting; provided, that the Trustee and the Common Representative shall, prior to the publication of the call, receive the approval of the Manager, and further provided, that the Common Representative shall be responsible for complying with the provisions of article 290 of the LMV, so that Indeval provides the Common Representative the corresponding certificate (xxxxxxxxxx). (c) Holders that individually or collectively hold title to 10% (ten percent) or more of the total outstanding CBFIs, shall have the right to request the Common Representative to call a Holders Meeting, specifying the items of the agenda for such Holders Meeting. The Common Representative shall issue the call for the Holders Meeting to meet within the term of 30 (thirty) calendar days as of the date of receipt of the request. If the Common Representative fails to comply with this obligation, the judge of the domicile of the Trustee, at the request of the petitioning Holders, shall issue the call for the meeting of the relevant Holders Meeting. (d) The Holders shall meet at a Holders Meeting each time they are convened pursuant to paragraph (b) or (c) above. The Trustee and the Common Representative shall publish such call within 5 (five) calendar days of the date on which they receive such approval, and in the event any day during such term is not a Business Day, such term will be extended to the next Business Day. If the Trustee and/or the Common Representative do not issue such call within one month after the corresponding request, a trial judge of the Trustee’s domicile shall, upon the request of the Manager or any member of the Technical Committee, as applicable, issue the call for the corresponding Holders Meeting. The Holders Meetings shall be held at the domicile of the Common Representative, or otherwise, at such other venue specified in the applicable call. (e) Calls for Holders Meetings, shall be published, as applicable, at least 15 (fifteen) calendar days prior to the date the Holders Meeting shall meet, in any newspaper of major national distribution and through Emisnet and its corresponding transfer through STIV 2, and delivered to the Trustee or the Common Representative, as applicable, and the Manager, by e- mail, on the same date of the corresponding publication and transfer , provided, that when the call is carried out jointly by the Trustee and the Common Representative, the Trustee shall publish the call in Emisnet and its corresponding transfer through STIV 2 and the Common Representative shall publish the call in the newspaper of major national distribution. The call shall include the items to be discussed at the Holders Meeting. (f) The information and documents related to the agenda (orden del día) of a Holders Meeting shall be made available for review by the Holders, free of charge, at the address indicated in the call at least 10 (ten) calendar days in advance of the date of the Holders Meeting. (g) The Manager and the Trustee shall at all times have the right to attend a Holders Meeting and to speak thereat, but shall not be entitled to vote. (h) The Holders Meeting shall be chaired by the Common Representative who will act as chairperson and shall designate persons to act as secretary and teller(s) for each Holders Meeting. (i) The Holders Meeting shall be the body responsible for evaluating the independence of the members of the Technical Committee. (j) The Holders Meeting shall be the body responsible for appointing, removing, renew and substituting the members of the Technical Committee appointed by the Holders in accordance with the terms set forth in this Agreement. (k) Holders that individually or collectively represent 15% (fifteen percent) or more of the total outstanding CBFIs, shall be entitled to bring liability actions against the Manager for breach of its obligations, provided, that such action shall expire 5 (five) years from the date of the circumstance or act that has caused the corresponding damages.
Appears in 2 contracts
Samples: Irrevocable Trust Agreement, Irrevocable Trust Agreement
Holders Meeting. (a) The general meeting of Holders will represent all such Holders and will be governed by the provisions of the respective Global Certificate and by the provisions contained in articles 218, 219, 220, 221, 223 and other related articles of the LGTOC, in accordance with articles 63, 00 Xxx 063 Bis 1, 0064, 00 Xxx64 Bis, 00 64 Bis 1 and 68 of the LMV, and any resolutions adopted at such general meeting will be binding on all Holders, including the absent and dissident Holders.
(b) Except as set forth in paragraph (c) below, the Holders will meet in a Holders’ Meeting when called jointly by the Trustee and the Common Representative. The Manager or any member of the Technical Committee with prior written notification to the Manager may, at any time, request that the Trustee and the Common Representative to call for a Holders’ Meeting, indicating the items of the agenda that shall be addressed by such Holders’ Meeting; provided, that the Trustee and the Common Representative shall, prior to the publication of the call, receive the approval of the Manager, and further provided, that the Common Representative shall be responsible for complying with the provisions of article 290 of the LMV, so that Indeval provides the Common Representative the corresponding certificate (xxxxxxxxxx).
(c) Holders that individually or collectively hold title to 10% (ten percent) or more of the total outstanding CBFIs, shall have the right to request the Common Representative to call a Holders Meeting, specifying the items of the agenda for such Holders Meeting. The Common Representative shall issue the call for the Holders Meeting to meet within the term of 30 (thirty) calendar days as of the date of receipt of the request. If the Common Representative fails to comply with this obligation, the judge of the domicile of the Trustee, at the request of the petitioning Holders, shall issue the call for the meeting of the relevant Holders Meeting.
(d) The Holders shall meet at a Holders Meeting each time they are convened pursuant to paragraph (b) or (c) above. The Trustee and the Common Representative shall publish such call within 5 (five) calendar days of the date on which they receive such approval, and in the event any day during such term is not a Business Day, such term will be extended to the next Business Day. If the Trustee and/or the Common Representative do not issue such call within one month after the corresponding request, a trial judge of the Trustee’s domicile shall, upon the request of the Manager or any member of the Technical Committee, as applicable, issue the call for the corresponding Holders Meeting. The Holders Meetings shall be held at the domicile of the Common Representative, or otherwise, at such other venue specified in the applicable call.
(e) Calls for Holders Meetings, shall be published, as applicable, at least 15 (fifteen) calendar days prior to the date the Holders Meeting shall meet, in any newspaper of major national distribution and through Emisnet and its corresponding transfer through STIV 2, and delivered to the Trustee or the Common Representative, as applicable, and the Manager, by e- e-mail, on the same date of the corresponding publication and transfer , provided, that when the call is carried out jointly by the Trustee and the Common Representative, the Trustee shall publish the call in Emisnet and its corresponding transfer through STIV 2 and the Common Representative shall publish the call in the newspaper of major national distribution. The call shall include the items to be discussed at the Holders Meeting.
(f) The information and documents related to the agenda (orden del día) of a Holders Meeting shall be made available for review by the Holders, free of charge, at the address indicated in the call at least 10 (ten) calendar days in advance of the date of the Holders Meeting.
(g) The Manager and the Trustee shall at all times have the right to attend a Holders Meeting and to speak thereat, but shall not be entitled to vote.
(h) The Holders Meeting shall be chaired by the Common Representative who will act as chairperson and shall designate persons to act as secretary and teller(s) for each Holders Meeting.
(i) The Holders Meeting shall be the body responsible for evaluating the independence of the members of the Technical Committee.
(j) The Holders Meeting shall be the body responsible for appointing, removing, renew and substituting the members of the Technical Committee appointed by the Holders in accordance with the terms set forth in this Agreement.
(k) Holders that individually or collectively represent 15% (fifteen percent) or more of the total outstanding CBFIs, shall be entitled to bring liability actions against the Manager for breach of its obligations, provided, that such action shall expire 5 (five) years from the date of the circumstance or act that has caused the corresponding damages.
Appears in 1 contract
Samples: Irrevocable Trust Agreement
Holders Meeting. (a) The general meeting of Holders will represent all such Holders and will be governed by the provisions of the respective Global Certificate and by the provisions contained in articles 218, 219, 220, 221, 223 and other related articles of the LGTOC, in accordance with articles 63, 00 Xxx 063 Bis 1, 0064, 00 Xxx64 Bis, 00 64 Bis 1 and 68 of the LMV, and any resolutions adopted at such general meeting will be binding on all Holders, including the absent and dissident Holders.
(b) Except as set forth in paragraph (c) below, the Holders will meet in a Holders’ Meeting when called jointly by the Trustee and the Common Representative. The Manager or any member of the Technical Committee with prior written notification to the Manager may, at any time, request that the Trustee and the Common Representative to call for a Holders’ Meeting, indicating the items of the agenda that shall be addressed by such Holders’ Meeting; provided, that the Trustee and the Common Representative shall, prior to the publication of the call, receive the approval of the Manager, and further provided, that the Common Representative shall be responsible for complying with the provisions of article 290 of the LMV, so that Indeval provides the Common Representative the corresponding certificate (xxxxxxxxxx).
(c) Holders that individually or collectively hold title to 10% (ten percent) or more of the total outstanding CBFIs, shall have the right to request the Common Representative to call a Holders Meeting, specifying the items of the agenda for such Holders Meeting. The Common Representative shall issue the call for the Holders Meeting to meet within the term of 30 (thirty) calendar days as of the date of receipt of the request. If the Common Representative fails to comply with this obligation, the judge of the domicile of the Trustee, at the request of the petitioning Holders, shall issue the call for the meeting of the relevant Holders Meeting.
(d) The Holders shall meet at a Holders Meeting each time they are convened pursuant to paragraph (b) or (c) above. The Trustee and the Common Representative shall publish such call within 5 (five) calendar days of the date on which they receive such approval, and in the event any day during such term is not a Business Day, such term will be extended to the next Business Day. If the Trustee and/or the Common Representative do not issue such call within one month after the corresponding request, a trial judge of the Trustee’s domicile shall, upon the request of the Manager or any member of the Technical Committee, as applicable, issue the call for the corresponding Holders Meeting. The Holders Meetings shall be held at the domicile of the Common Representative, or otherwise, at such other venue specified in the applicable call.
(e) Calls for Holders Meetings, shall be published, as applicable, at least 15 (fifteen) calendar days prior to the date the Holders Meeting shall meet, in any newspaper of major national distribution and through Emisnet and its corresponding transfer through STIV 2, and delivered to the Trustee or the Common Representative, as applicable, and the Manager, by e- mail, on the same date of the corresponding publication and transfer , provided, that when the call is carried out jointly by the Trustee and the Common Representative, the Trustee shall publish the call in Emisnet and its corresponding transfer through STIV 2 and the Common Representative shall publish the call in the newspaper of major national distribution. The call shall include the items to be discussed at the Holders Meeting.
(f) The information and documents related to the agenda (orden del día) of a Holders Meeting shall be made available for review by the Holders, free of charge, at the address indicated in the call at least 10 (ten) calendar days in advance of the date of the Holders Meeting.
(g) The Manager and the Trustee shall at all times have the right to attend a Holders Meeting and to speak thereat, but shall not be entitled to vote.
(h) The Holders Meeting shall be chaired by the Common Representative who will act as chairperson and shall designate persons to act as secretary and teller(s) for each Holders Meeting.
(i) The Holders Meeting shall be the body responsible for evaluating the independence of the members of the Technical Committee.
(j) The Holders Meeting shall be the body responsible for appointing, removing, renew and substituting the members of the Technical Committee appointed by the Holders in accordance with the terms set forth in this Agreement.
(k) Holders that individually or collectively represent 15% (fifteen percent) or more of the total outstanding CBFIs, shall be entitled to bring liability actions against the Manager for breach of its obligations, provided, that such action shall expire 5 (five) years from the date of the circumstance or act that has caused the corresponding damages.
Appears in 1 contract
Samples: Irrevocable Trust Agreement