Holders Meetings. (a) The Company or the Trustee may at any time call a meeting of the Holders of the Debt Securities of any series for the purpose of considering and acting upon any proposed amendment, supplement or waiver in respect of the Debt Securities of such series to be authorized pursuant to this Article 9 or any other matter of interest to the Holders of the Debt Securities of such series. The meeting will be held simultaneously in Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each other, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. In addition, the Company or the Trustee shall upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities of any series call such a meeting of the Holders of the Debt Securities of such series. In the event the Company or the Trustee shall fail to call a meeting requested by the Holders of the Debt Securities of such series as provided in the immediately preceding sentence, the meeting may he called by the CNV or by a competent court. If a meeting is being held pursuant to a request of Holders of the Debt Securities of any series, the agenda for such meeting shall be that set forth in the request made by such Holders and such meeting shall be convened within 40 days from the date such request is received by the Company or the Trustee. Notice of any meeting of Holders of the Debt Securities of any series, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken at such meeting), shall be given as specified in Section 10.01 at least twice, the first such notice to be given not less than 20 nor more than 40 days prior to the date fixed for the meeting and, in addition, shall be published on five different days, not less than 10 days nor more than 30 days prior to the date fixed for the meeting, in the Official Gazette of the Republic of Argentina (Boletin Oficial de la Republica Argentina) and in another widely circulated newspaper in the Republic of Argentina. To be entitled to vote at a meeting of Holders of the Debt Securities of any series a Person shall be (i) a Holder of one or more of the Debt Securities of such series as of the relevant record date determined pursuant to this Indenture or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of Debt Securities of such series of one or more Debt Securities of such series; provided that a Person appointed as chairman of a meeting may not be appointed as proxy. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such meeting and their financial and legal counsels, any representatives of the Company and its financial and legal counsels, any representatives of the Trustee and its financial and legal counsels and any representative of the CNV and each stock exchange, if any, on which the Debt Securities of such series are listed, if the rules of such exchange so require.
Appears in 3 contracts
Samples: Indenture (Autopistas Del Sol Sa), Indenture (Autopistas Del Sol Sa), Autopistas Del Sol Sa
Holders Meetings. (a) The Each of the Company (through the Board of Directors or the Supervisory Committee of the Company) and the Trustee may at any time call a meeting of the Holders of the Debt Securities of any series Notes for the purpose of considering and acting upon any proposed amendment, supplement entering into a supplemental indenture as provided in Section 8.2 or waiver waiving a past default as provided in respect of the Debt Securities of such series to be authorized pursuant to this Article 9 or any other matter of interest to the Holders of the Debt Securities of such series. The meeting will be held simultaneously in Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each other, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meetingSection 5.11. In addition, a meeting of the Company or Holders of Notes may be called by the Board of Directors, the Supervisory Committee of the Company, the Trustee shall or upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities Outstanding Notes at the time, to give, deliver or receive any authorization, notice, amendment, waiver or other action or in general to amend the terms and conditions of any series the Note. In the case of a request to call such a meeting of by Holders, the Holders of Company shall notify the Debt Securities Trustee in writing of such seriesrequest. Such written request shall include the specific matters to be addressed in the meeting. In the event the Company Board of Directors or the Trustee Supervisory Committee of the Company shall fail to call a meeting requested by the Trustee or the Holders of the Debt Securities of such series as provided in the immediately preceding sentence, the meeting may he be called by the CNV or by a competent courtcourt at the request of the Holders of the Notes. The meetings will be held in the City of Buenos Aires. In any event, meetings shall be held at the time and place determined by the Company. Any resolution duly passed will be binding on all Holders of Notes, as the case may be (whether or not they were present or represented at the meeting at which such resolution was passed). If a meeting is being held pursuant to a written request of Holders of Holders, such written request shall include the Debt Securities of any series, the agenda for such meeting shall specific matters to be that set forth addressed in the request made by such Holders meeting and such meeting shall be convened within 40 forty (40) days from the date such written request is received by the Company Trustee or the TrusteeCompany, as the case may be. Notice of any meeting of Holders of the Debt Securities of any series, setting forth Notes (which shall include the date, place and time and place of such meeting and meeting, the agenda therefor (which shall describe in general terms and the action proposed requirements to be taken at such meeting), attend) shall be given as specified by the summoning party in the manner provided under Section 10.01 at least twice, the first such notice to 12.5 and will be given not less than 20 ten (10) days nor more than 40 thirty (30) days prior to the date fixed for the meeting andand will be published at the Company’s expense in each of: (a) for five (5) business days in Argentina in the Official Gazette of Argentina (Boletín Oficial), and (b) a newspaper of general circulation in Argentina and the Bulletin of the XXXX (as long as the Notes are listed on the XXXX) and/or the Bulletin of the MAE (as long as the Notes are traded on the MAE), or such other informative systems of the markets in which the Notes are listed, as is applicable, and also in the manner provided under Section 12.5. Meetings of Holders may be simultaneously convened for two dates, in additioncase the initial meeting were to be adjourned for lack of quorum. However, shall for meetings that: (i) include in the agenda items requiring unanimous approval by the Holders, or the amendment of any of the terms and conditions of the Notes, or (ii) convened upon request of the Holders of the Notes, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will be published on five different days, given not less than 10 days nor more than 30 eight (8) days prior to the date fixed for the meeting, such new meeting and will be published for three (3) business days in the Official Gazette of Argentina, a newspaper of general circulation in Argentina and the Republic Bulletin of Argentina the XXXX (Boletin Oficial de la Republica Argentina) and as long as the Notes are listed on the XXXX), the bulletin of the MAE (as long as the Notes are traded on the MAE), or such other informative systems of the markets in another widely circulated newspaper in which the Republic of ArgentinaNotes are listed, as is applicable. Any Holder may attend any such meeting personally or by proxy. To be entitled to vote at a any meeting of Holders of the Debt Securities of any series a Person shall be (i) a Holder of one or more of the Debt Securities of such series Notes as of the relevant record date determined pursuant to this Indenture Section 7.5(f) or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of Debt Securities of such series of one or more Debt Securities Notes. Holders who intend to attend a meeting of holders must notify the Company of their intention to do so at least three business days prior to the date of such series; provided that a Person appointed as chairman of a meeting may not be appointed as proxymeeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such meeting and their financial and legal counselscounsel, any representatives of the Company and its financial counsel and legal counsels, any representatives of the Trustee and its financial counsel. With respect to all matters not contemplated in this Indenture, meetings of Holders will be convened and legal counsels and any representative held in accordance with the provisions of the Negotiable Obligations Law and the Argentine Companies Law No. 19,550 (the “Argentine Companies Law”), as amended, and CNV Rules and each the requirements established by the stock exchange, if any, on which exchanges authorized by the Debt Securities of such series CNV in Argentina and/or the foreign stock exchanges where the Notes are listed, if the rules of such exchange so require.
Appears in 1 contract
Samples: Indenture (Raghsa S.A.)
Holders Meetings. (a) The Company Each of the Bank (through the Board of Directors or the Supervisory Committee of the Bank) and the Trustee may (but shall not be required) at any time call a meeting of the Holders of the Debt Securities of any series Series for the purpose of considering and acting upon any proposed amendmententering into a supplemental indenture as provided in Section 11.02 or waiving a past default as provided in Section 7.02. In addition, supplement or waiver in respect a meeting of the Debt Securities of such series to be authorized pursuant to this Article 9 or any other matter of interest to the Holders of the Debt Securities of a Series may be called by the Trustee or the Bank (through the Board of Directors or the Supervisory Committee of the Bank) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities of a Series, pursuant to the Negotiable Obligations Law. In the case of a request to call a meeting by Holders, the Bank shall notify the Trustee in writing of such seriesrequest. The In the event the Board of Directors or the Supervisory Committee of the Bank shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court. Meetings will be held simultaneously in the City of Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication telecommunications which permits the participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. In addition, the Company or the Trustee shall upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities of any series call such a meeting of the Holders of the Debt Securities of such series. In the event the Company or the Trustee shall fail to call a meeting requested by the Holders of the Debt Securities of such series as provided in the immediately preceding sentence, the meeting may he called by the CNV or by a competent court. If a meeting is being held pursuant to a request of Holders of the Debt Securities of any seriesSecurityholders, the agenda for such meeting shall be that set forth in the request made by such Holders Securityholders and such meeting shall be convened to be held within 40 days from the date such request is received by the Company or Bank and the Trustee. Notice of any meeting of Holders of the Debt Securities of any seriesSecurityholders, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken at such meeting), meeting and the requirement for attendance) shall be given as specified in Section 10.01 at least twice, the first such notice to be given not less than 20 nor more than 40 days prior to the date fixed for the meeting and, in addition, shall be published on five different days, 12.01 not less than 10 days nor more than 30 days prior to the date fixed for the meeting, meeting and shall be published at the expense of the Bank for five business days in Argentina in the Boletín Oficial de la República Argentina (Official Gazette of Argentina), in a newspaper of general circulation in Argentina and in the Republic Bulletin of Argentina the BASE (Boletin as long as the Securities are listed on the BASE). Meetings of Holders may be simultaneously convened for two dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring consent of each Holder of a Security, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will be given not less than 8 days prior to the date fixed for such new meeting and will be published for three business days in the Boletín Oficial de la Republica República Argentina (Official Gazette of Argentina) ), a newspaper of general circulation in Argentina and in another widely circulated newspaper in the Republic Bulletin of Argentinathe BASE (as long as the Securities are listed on the BASE). To be entitled to vote at a any meeting of Holders of the Debt Securities of any series Securityholders a Person shall be (i) a Holder of one or more of the Debt Securities of such series as of the relevant record date determined pursuant to this Indenture Section 10.02 or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of Debt Securities of such series of one or more Debt Securities of such series; provided that a Person appointed as chairman of a meeting may not be appointed as proxySecurities. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series Securityholders shall be the Persons entitled to vote at such meeting and their financial and legal counselscounsel, any representatives of the Company Bank and its financial counsel and legal counsels, any representatives of the Trustee and its financial and legal counsels and any representative counsel. With respect to all matters not contemplated in this Indenture, meetings of the CNV and each stock exchange, if any, on which the Debt Securities of such series are listed, if the rules of such exchange so requireSecurityholders will be held in accordance with Argentine Business Companies Law.
Appears in 1 contract
Samples: Indenture (Grupo Supervielle S.A.)
Holders Meetings. (a) The Company or the Trustee may at any time call a meeting of the Holders of by notice to the Debt Securities of any series Holders not less than 30 days prior to such meeting, for the purpose of considering and acting upon approving a modification or amendment to, or obtaining a waiver of, any proposed amendment, supplement provision of this Indenture or waiver in respect of the Debt Securities of such series Notes or to be authorized pursuant to this Article 9 or consider any other matter of common interest to the Holders of the Debt Securities of such series. The meeting will be held simultaneously in Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each other, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meetingHolders. In addition, in case at any time the Company Issuer or the Trustee shall upon the written request of Guarantor pursuant to a Board Resolution, or the Holders of at least 5% one-tenth in aggregate principal amount of the outstanding Debt Securities of any series Notes then outstanding, shall have requested the Trustee to call such a meeting of the Holders of Holders, by written request setting forth in reasonable detail the Debt Securities of such series. In action proposed to be taken at the event the Company or meeting, and the Trustee shall fail to call a not have made the first giving of the notice of such meeting requested by within 20 days after receipt of such request, then the Issuer, the Guarantor or the Holders of the Debt Securities amount above specified may determine the time (not less than 30 days after notice is given) and may call such meeting by giving notice thereof as provided below. Any such meeting will be held in London. Meetings of Holders are subject to a first and second notice; the second to occur upon the failure of the first. Both the first and second notice convening a meeting of Holders may be made simultaneously, in which case the meeting convened by the second notice, upon the failure of the first, may be held within an hour of such series as provided failure. The quorum for the first notice will be persons holding or representing at least two-thirds in aggregate principal amount of Notes then outstanding (other than Notes held by the immediately preceding sentenceIssuer, the Guarantor, any Affiliate of the Issuer or the Guarantor, or the Trustee in its individual capacity). No business shall be transacted, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting may he called shall be adjourned for a period of one hour and the quorum for the reconvened meeting shall be persons holding or representing at least a majority in aggregate principal amount of Notes then outstanding (other than Notes held by the CNV Issuer, the Guarantor, any Affiliate of the Issuer or by a competent courtthe Guarantor, or the Trustee in its individual capacity). If a meeting is being held pursuant to a the written request of Holders of the Debt Securities of any seriesHolders, the agenda for such the meeting shall be that set forth as determined in the request made by such Holders and such meeting shall be convened held within 40 days from the date such written request is received by the Company Trustee or the TrusteeIssuer, as the case may be. Notice of any meeting of Holders of the Debt Securities of any seriesHolders, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken at such meeting), shall be given by publication for five successive business days in leading newspapers having general circulation (i) in the Borough of Manhattan, City of New York, (ii) in Europe and (iii) in Luxembourg and as specified in Section 10.01 at least twice, the first such notice to be given not less than 20 nor more than 40 days prior to the date fixed for the meeting and, in addition, shall be published on five different daysNotes, not less than 10 days nor or more than 30 days prior to the date fixed for the meeting, in the Official Gazette of the Republic of Argentina (Boletin Oficial de la Republica Argentina) and in another widely circulated newspaper in the Republic of Argentina. To be entitled to vote at a any meeting of Holders of the Debt Securities of any series a Person person shall be (i) a Holder of one or more of the Debt Securities of such series Notes as of the relevant record date determined pursuant to this Indenture Section 1.05(e) or (ii) a Person person or persons appointed by an instrument in writing as proxy by such a Holder of Debt Securities of such series of one or more Debt Securities Notes (other than directors, officers or any employee of such series; provided that a Person appointed as chairman the Issuer, the Guarantor or any of a meeting may not be appointed as proxytheir Affiliates). The only Persons persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons persons entitled to vote at such meeting and their financial counsel and legal counsels, any representatives of the Company Trustee, the Issuer or the Guarantor and its financial and legal counsels, any representatives of the Trustee and its financial and legal counsels and any representative of the CNV and each stock exchange, if any, on which the Debt Securities of such series are listed, if the rules of such exchange so requiretheir counsel.
Appears in 1 contract
Samples: Mobile Telesystems Ojsc
Holders Meetings. (aix) The Company Republic may at any time ask for written consents from or call a meeting of Holders of the Securities at any time and from time to time to make, give or take any Modification (as defined in Paragraph 22(a) above) to these Terms as hereinafter provided. Any such meeting shall be held at such time and at such place as the Republic shall determine and as shall be specified in a notice of such a meeting that shall be furnished to the Holders of the Securities at least 30 days and not more than 60 days prior to the date fixed for the meeting. In addition, the Trustee may at any time and from time to time call a meeting of Holders of the Securities for any such purpose, to be held at such time and at such place as the Trustee shall determine and as shall be specified in a notice of such meeting that shall be furnished to the Holders of the Securities at least 30 days and no more than 60 days prior to the date fixed for the meeting. If, upon the occurrence of an Event of Default under Paragraph 5(a) the Holders of at least 10% in aggregate notional amount of the Securities at that time Outstanding shall have requested the Trustee to call a meeting of the Holders of the Debt Securities of for any series for such purpose, by written request setting forth in reasonable detail the purpose of considering and acting upon any action proposed amendment, supplement or waiver in respect of the Debt Securities of such series to be authorized pursuant to this Article 9 or any other matter of interest to taken at the Holders of the Debt Securities of such series. The meeting will be held simultaneously in Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each othermeeting, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. In addition, the Company or the Trustee shall upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities of any series call such a meeting of the Holders of the Debt Securities of meeting, to be held at such series. In the event the Company or time and at such place as the Trustee shall fail to call a meeting requested by the Holders of the Debt Securities of such series as provided in the immediately preceding sentencedetermine, the meeting may he called by the CNV or by a competent court. If a meeting is being held pursuant to a request of Holders of the Debt Securities of any series, the agenda for such meeting purposes by giving notice thereof. Such notice shall be that set forth in given at least 30 days and not more than 60 days prior to the request made by such Holders and such meeting shall be convened within 40 days from the date such request is received by the Company or the Trusteemeeting. Notice of any every meeting of Holders of the Debt Securities of any series, setting shall set forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken at such meeting), shall be given as specified in Section 10.01 at least twice, the first such notice to be given not less than 20 nor more than 40 days prior to the date fixed for the meeting and, in addition, shall be published on five different days, not less than 10 days nor more than 30 days prior to the date fixed for the meeting, in the Official Gazette of the Republic of Argentina (Boletin Oficial de la Republica Argentina) and in another widely circulated newspaper in the Republic of Argentina. To be entitled to vote at a any meeting of Holders of the Debt Securities of any series Securities, a Person person shall be (i) a Holder of one Outstanding Securities or more of the Debt Securities of such series as of the relevant record date determined pursuant to this Indenture or (ii) a Person person duly appointed by an instrument in writing as proxy by for such a Holder Holder. At any meeting of Debt Holders, other than a meeting to discuss a Reserved Matter (as defined in Paragraph 22(f)), the persons entitled to vote a majority in aggregate notional amount of the Outstanding Securities shall constitute a quorum, and at the reconvening of any such series of one or more Debt Securities of such series; provided that meeting adjourned for a Person appointed as chairman lack of a quorum, the persons entitled to vote 25% in aggregate notional amount of the Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting may not be appointed as proxyof Holders held to discuss a Reserved Matter, the persons entitled to vote 75% in aggregate notional amount of the Outstanding Securities shall constitute a quorum. The only Persons who Trustee may make such reasonable and customary regulations, as it shall be entitled to be present or to speak at deem advisable for any meeting of Holders of Debt Securities with respect to the proof of any series shall be the Persons holding of the Securities and of the appointment of proxies in respect of Holders of registered Securities, the record date for determining the registered owners of registered Securities who are entitled to vote at such meeting (which date shall be set forth in the notice calling such meeting hereinabove referred to and their financial which shall be not less than 15 nor more than 60 days prior to such meeting), the adjournment and legal counselschairmanship of such meeting, any representatives the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the Company right to vote, and its financial and legal counsels, any representatives such other matters concerning the conduct of the Trustee and its financial and legal counsels and any representative of the CNV and each stock exchange, if any, on which the Debt Securities of such series are listed, if the rules of such exchange so require.meeting as it shall deem appropriate. SCHEDULE B NEW SECURITIES
Appears in 1 contract
Holders Meetings. (a) The Each of the Company (through the Board of Directors or the Supervisory Committee of the Company) and the Trustee may at any time call a meeting of the Holders of the Debt Securities of any series Notes for the purpose of considering and acting upon any proposed amendment, supplement entering into a supplemental indenture as provided in Section 8.2 or waiver waiving a past default as provided in respect of the Debt Securities of such series to be authorized pursuant to this Article 9 or any other matter of interest to the Holders of the Debt Securities of such series. The meeting will be held simultaneously in Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each other, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meetingSection 5.11. In addition, a meeting of the Company or Holders of Notes may be called by the Board of Directors, the Supervisory Committee of the Company, the Trustee shall or upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities Outstanding Notes at the time, to give, deliver or receive any authorization, notice, amendment, waiver or other action or in general to amend the terms and conditions of any series the Note. In the case of a request to call such a meeting of by Holders, the Holders of Company shall notify the Debt Securities Trustee in writing of such seriesrequest. Such written request shall include the specific matters to be addressed in the meeting. In the event the Company Board of Directors or the Trustee Supervisory Committee of the Company shall fail to call a meeting requested by the Trustee or the Holders of the Debt Securities of such series as provided in the immediately preceding sentence, the meeting may he be called by the CNV or by a competent courtcourt at the request of the Holders of the Notes. The meetings will be held in the City of Buenos Aires. In any event, meetings shall be held at the time and place determined by the Company. Any resolution duly passed will be binding on all Holders of Notes, as the case may be (whether or not they were present or represented at the meeting at which such resolution was passed). If a meeting is being held pursuant to a written request of Holders of Holders, such written request shall include the Debt Securities of any series, the agenda for such meeting shall specific matters to be that set forth addressed in the request made by such Holders meeting and such meeting shall be convened within 40 forty (40) days from the date such written request is received by the Company Trustee or the TrusteeCompany, as the case may be. Notice of any meeting of Holders of the Debt Securities of any series, setting forth Notes (which shall include the date, place and time and place of such meeting and meeting, the agenda therefor (which shall describe in general terms and the action proposed requirements to be taken at such meeting), attend) shall be given as specified by the summoning party in the manner provided under Section 10.01 at least twice, the first such notice to 12.5 and will be given not less than 20 ten (10) days nor more than 40 thirty (30) days prior to the date fixed for the meeting andand will be published at the Company’s expense in each of: (a) for five (5) business days in Argentina in the Official Gazette of Argentina (Boletín Oficial), and (b) a newspaper of general circulation in Argentina and the Bulletin of the XXXX (as long as the Notes are listed on the XXXX) and/or the Bulletin of the MAE (as long as the Notes are traded on the MAE), or such other informative systems of the markets in which the Notes are listed, as is applicable, and also in the manner provided under Section 12.5. Meetings of Holders may be simultaneously convened for two dates, in additioncase the initial meeting were to be adjourned for lack of quorum. However, shall for meetings that: (i) include in the agenda items requiring unanimous approval by the Holders, or (ii) convened upon request of the Holders of the Notes, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will be published on five different days, given not less than 10 days nor more than 30 eight (8) days prior to the date fixed for the meeting, such new meeting and will be published for three (3) business days in the Official Gazette of Argentina, a newspaper of general circulation in Argentina and the Republic Bulletin of Argentina the XXXX (Boletin Oficial de la Republica Argentina) and as long as the Notes are listed on the XXXX), the bulletin of the MAE (as long as the Notes are traded on the MAE), or such other informative systems of the markets in another widely circulated newspaper in which the Republic of ArgentinaNotes are listed, as is applicable. Any Holder may attend any such meeting personally or by proxy. To be entitled to vote at a any meeting of Holders of the Debt Securities of any series a Person shall be (i) a Holder of one or more of the Debt Securities of such series Notes as of the relevant record date determined pursuant to this Indenture Section 7.5(f) or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of Debt Securities of such series of one or more Debt Securities Notes. Holders who intend to attend a meeting of holders must notify the Company of their intention to do so at least three business days prior to the date of such series; provided that a Person appointed as chairman of a meeting may not be appointed as proxymeeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such meeting and their financial and legal counselscounsel, any representatives of the Company and its financial counsel and legal counsels, any representatives of the Trustee and its financial counsel. With respect to all matters not contemplated in this Indenture, meetings of Holders will be convened and legal counsels and any representative held in accordance with the provisions of the Negotiable Obligations Law and the Argentine Companies Law No. 19,550 (the “Argentine Companies Law”), as amended, and CNV Rules and each the requirements established by the stock exchange, if any, on which exchanges authorized by the Debt Securities of such series CNV in Argentina and/or the foreign stock exchanges where the Notes are listed, if the rules of such exchange so require.
Appears in 1 contract
Samples: Indenture (Raghsa S.A.)
Holders Meetings. (a) The Each of the Company (through the Board of Directors or the Supervisory Committee of the Company) or the Trustee may at any time call a meeting of the Holders of the Debt Securities of any series Notes for the purpose of considering and acting upon any proposed amendment, supplement entering into a supplemental indenture as provided in Section 7.2 or waiver waiving a past default as provided in respect of the Debt Securities of such series to be authorized pursuant to this Article 9 or any other matter of interest to the Holders of the Debt Securities of such series. The meeting will be held simultaneously in Buenos Aires and in New York City and may be held in any additional city that the Company and the Trustee may determine by any means of telecommunication which permits the participants to hear and speak to each other, and such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meetingSection 4.10. In addition, a meeting of the Holders of Notes may be called by the Trustee or the Company (through the Board of Directors or the Trustee shall Supervisory Committee of the Company) at its discretion or upon the written request of the Holders of at least 5% in aggregate principal amount of the outstanding Debt Securities of Outstanding Notes at the time, to make, give or take any series call such a meeting of request, demand, authorization, direction, notice, consent, waiver or other action provided by the Notes to be made, given or taken by the Holders of such Notes, including the Debt Securities modification of any of the terms and conditions of the Notes. In the case of a request to call a meeting by Holders, the Company shall notify the Trustee in writing of such seriesrequest. In the event the Company Board of Directors or the Trustee Supervisory Committee of the Company shall fail to call a meeting requested by the Trustee or the Holders of the Debt Securities of such series as provided in the immediately preceding sentence, the meeting may he be called by the CNV or by a competent courtcourt at the request of the Holders of the Notes. The meetings will be held simultaneously in the City of Buenos Aires and London by means of telecommunications which permit the participants to hear and speak to each other. In any case, meetings shall be held at such time and at such place in any such city as the Company shall determine. Any resolution passed at a meeting convened in London shall be binding on all Holders of Notes, as the case may be (whether present or not at such meeting), only upon ratification by a meeting of such Holders held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. This Indenture contains provisions for Holders present or represented at meetings of Holders convened in London to appoint representatives at meetings of Holders in the City of Buenos Aires. Subject as aforesaid, any resolution duly passed will be binding on all Holders of Notes, as the case may be (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to a request of Holders of the Debt Securities of any seriesHolders, the agenda for such the meeting shall be that set forth as determined in the request made by such Holders and such meeting shall be convened within 40 forty (40) days from the date such request is received by the Company Trustee or the TrusteeCompany, as the case may be. Notice of any meeting of Holders of the Debt Securities of any series, setting forth Notes (which shall include the date, place and time and place of such meeting and the meeting, the agenda therefor (which shall describe in general terms and the action proposed requirements to be taken at such meeting), attend) shall be given as specified in Section 10.01 given, at least twicethe Company’s expense, the first such notice to be given not less than 20 ten (10) days nor more than 40 thirty (30) days prior to the date fixed for the meeting and, in addition, shall be published on five different days, not less than 10 days nor more than 30 days prior to the date fixed for the meeting, in the Official Gazette of the Republic of Argentina (Boletin Oficial de la Republica Argentina) Oficial), in one other newspaper of general circulation in Argentina and in another widely circulated newspaper the Bulletin of the BASE (as long as the Notes are listed on the BASE); and also in the Republic manner provided under Section 12.4 and any publication thereof shall be for five (5) consecutive Business Days in each place of Argentinapublication. To be entitled to vote at a any meeting of Holders of the Debt Securities of any series a Person shall be (i) a Holder of one or more of the Debt Securities of such series Notes as of the relevant record date determined pursuant to this Indenture Section 6.2 or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of Debt Securities of such series of one or more Debt Securities of such series; provided that a Person appointed as chairman of a meeting may not be appointed as proxyNotes. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such meeting and their financial and legal counselscounsel, any representatives of the Company and its financial counsel and legal counsels, any representatives of the Trustee and its financial and legal counsels and any representative counsel. With respect to all matters not contemplated in this Indenture, meetings of Holders will be held in accordance with the CNV and each stock exchange, if any, on which the Debt Securities of such series are listed, if the rules of such exchange so requireArgentine Companies Law.
Appears in 1 contract
Samples: Indenture (Cresud Inc)