Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication. (b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company. (c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on: (i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts; (ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable; (iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or (v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law. (d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the written request of the Holders of at least five percent in aggregate principal amount of the Step7-Up Year Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step7-Up Year Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 107-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Boletín Oficial de la Republica República (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the written request of the Holders of at least five percent 5% in aggregate principal amount of the Step-Up Notes of any Class at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders of such class at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes to be made, given or taken by such Holdersthe Holders pursuant to Section 14 of the Negotiable Obligations Law and the provisions of this Indenture. With respect to all matters not contemplated in the 10-Year Notes Indenture, The meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations LawAires; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunicationtelecommunication (in compliance with CNV requirements as determined by the party calling the meeting) which allows the participants to hear and to speak to each other. Meetings In any case, meetings shall be held at such time and at such place in any such city as the Company or the Trustee shall determine in such citiesdetermine. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 twenty-one (21) days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published given not less than ten twenty (20) days nor more than 30 forty five (45) days prior to the date fixed for the meeting in the Boletin Oficial de la Republica Argentina (the Official Gazette of the Republic of Argentina) and, while there are Holders domiciled in Argentina), in a widely distributed newspaper having major circulation in Argentina and any in the manner provided in Condition 17 of the Terms and Conditions. Any publication of such notice thereof shall be for five consecutive Business Days business days in each place of publication. To be entitled to vote at any meeting of Holders a Person shall be (i) a Holder of one or more Notes as of the record date set for such meeting or if no such record date shall have been so determined, as of the date of the meeting or (ii) a Person appointed by an instrument in writing as a proxy by such Holder. The only Persons who shall be entitled to be present or speak at any meeting of Holders shall be the Persons entitled to vote for on or behalf of the Holders of Notes at such meeting and their representatives and counsel and any representative of the Company and its counsel. With respect to all other matters not contemplated in this Indenture, meetings of Holders shall be held in accordance with the Negotiable Obligations Law.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions Decisions shall be made by the affirmative vote of the Holders of at least 51% a majority in aggregate principal amount of the Step-Up Notes of each Class affected by such decisions at the time outstanding Outstanding present or represented at a meeting of such Holders at which a quorum of each such Class is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that unanimous consent or the unanimous affirmative vote of the Holders of Step-Up Notes such Class shall be required to adopt a valid decision on:to
(i) changing change the Stated Maturity of, or failing to pay, of the principal of, premium, if any, on or any installment of interest on on, any Step-Up Note, or reducing reduce the principal amount thereof, premium, if any, thereon thereof or the rate of interest thereon or changing the requirement to pay any premium or Additional Amounts Amount payable thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing change the place of payment where, or the coin or currency in which, any Note or any premium or the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note thereon is payable;
(iii) impairing , or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);, or
(ivii) reducing reduce the percentage in principal amount of the outstanding Step-Up Outstanding Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a at any meeting of Holders of Notes at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Outstanding Notes the Holders of which are entitled to request the calling of a meeting Holders' meeting, or
(iii) modify any of Holders; the provisions of this Section 9.7(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby, or
(iv) modify or alter the definition of the term "Outstanding" or
(v) modifying the percentage in principal amount modify any provision of the Step-Up NotesNotes which would constitute a "fundamental change" as contemplated by Article 354 of Argentine Law No. 19,550, as amended.
(a) except that such notice shall be published for three (3) days, the last of which must be not less than eight (8) days prior to the date on which the meeting is scheduled to reconvene. Any Holder of Notes who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purpose of determining a quorum and be deemed to have voted. Any instrument given by or on behalf of any Holder in connection with any consent to any such waiver or change will be irrevocable once given and will be conclusive and binding on all subsequent Holders of Holders which is required to waive a past Default or Event of Defaultsuch Note. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up NotesHolders, whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was Notes if duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Obligation Law.
(d) Meetings . The appointment of any proxy shall be proved by having the signature of the person executing the proxy certified by a notary public, bank, trust company reasonably satisfactory to the Company or judicially certified in the manner provided under Argentine law. The following Persons may not act as proxies: members of the Board of Directors or the Supervisory Committee of the Company and managers and other employees of the Company. The holding of a beneficiary interest in a Global Note shall be proved by a certificate of the Depositaries. A representative of the Trustee shall act as temporary chairman of the meeting. If the trustee fails to designate a representative to act as temporary chairman of the meeting, the Company shall designate a member of the Supervisory Committee to act as such. If the Company fails to designate such a person, the CNV or a competent court shall designate the chairman. At any meeting of Holders of Step-Up Notes any Class each Holder of such Class or proxy shall be either "first call" meetings ("primera convocatoria") entitled to one vote per US$1.00 principal amount of Notes of such Class held or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes represented by such Holder; provided that no vote shall be deemed cast or counted at any meeting in respect of any Note challenged and ruled by the Chairman of such meeting not to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:Outstanding.
Appears in 1 contract
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes Debt Securities of any series at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes this Debt Security to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes Debt Securities of any series at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders of Debt Securities of such series at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes Debt Securities of such series to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes this Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and in accordance with Section 12.4 hereof and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes Debt Securities of any series who intend to attend a meeting of Holders of Debt Securities of such series must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes Debt Securities of any series at the time outstanding Outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes Debt Securities of such series at the time Outstanding specified under "Events of Default" Section 6.1 shall be required to take the actions specified under in such headingSection; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes the Debt Securities of such series shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, of the principal of, premium, if any, on or any installment of interest on any Step-Up NoteDebt Security of such series, or reducing the principal amount thereof, thereof or premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note Debt Security of such series is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up NotesOutstanding Debt Securities of any series, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes Outstanding Debt Securities of such series the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Boletín Oficial de la Republica República (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders holders of at least five (5) percent in aggregate principal amount of the Step-Up Notes Securities of any series at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes Securities of such series to be made, given or taken by such the Holders. With respect to all matters not contemplated in the 10-Year Notes this Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law); provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunicationtelecommunication which permits the participants to hear and to speak to each other. Meetings In any such case, meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 forty (40) days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders of the Securities of any series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published given not less than ten (10) days nor more than 30 thirty (30) days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled Argentina and in Argentina, in a newspaper having major circulation in Argentina accordance with Section 12.4 hereof and any publication of such notice shall be for five consecutive Business Days Argentine business days in each place of publication.
(b) Any Holder of Securities of the relevant series may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes Securities who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three (3) days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% the majority in aggregate principal amount of the Step-Up Notes Securities of any series at the time outstanding Outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the unanimous affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes Securities shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes Debt Securities of any series at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders of Debt Securities of such series at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes Debt Securities of such series to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes this Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Boletín Oficial de la Republica República (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and in accordance with Section 12.4 hereof and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes Debt Securities of any series who intend to attend a meeting of Holders of Debt Securities of such series must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes Debt Securities of any series at the time outstanding Outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes Debt Securities of such series at the time Outstanding specified under "Events of Default" Section 6.1 shall be required to take the actions specified under in such headingSection; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes the Debt Securities of such series shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, of the principal of, premium, if any, on or any installment of interest on any Step-Up NoteDebt Security of such series, or reducing the principal amount thereof, thereof or premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note Debt Security of such series is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up NotesOutstanding Debt Securities of any series, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes Outstanding Debt Securities of such series the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up NotesOutstanding Debt Securities of any series, the consent of the Holders of which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes Debt Securities of any series will be conclusive and binding on all Holders of Step-Up NotesDebt Securities of such series, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up NotesDebt Securities of such series, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes Debt Securities of any series shall be either "“first call" ” meetings ("“primera convocatoria"”) or "“second call" ” meetings ("“segunda convocatoria"”). All meetings of the Holders of Step-Up Notes Debt Securities of any series shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes Debt Securities of any series shall be as follows:
(i) the quorum for meetings called to adopt a resolution by which Holders of Debt Securities of any series shall make any request, demand or direction or give any notice (other than a resolution specified in paragraph (ii) below) shall, (A) in the case of first call meetings, be such Persons holding or representing a majority in aggregate principal amount of the Debt Securities of such series at the time Outstanding and (B) in the case of second call meetings, be such Persons present at such meeting holding or representing Debt Securities of such series at the time Outstanding; and
(ii) the quorum for meetings called to adopt a resolution by which Holders consent to any waiver under the of Debt Securities of any series or hereunder, agree to any amendment to this Indenture or the terms and conditions of the Debt Securities of any series, or specify the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee with respect to the Debt Securities of any series by this Indenture, shall (A) in the case of first call meetings, be Persons holding or representing at least 60% in aggregate principal amount of the Debt Securities of any series at the time Outstanding and (B) in the case of second call meetings, be Persons holding or representing at least 30% in aggregate principal amount of the Debt Securities of any series at the time Outstanding. No reference herein and no provision of the Debt Security or of this Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, on and interest on the Debt Security at the times, place and rate, and in the coin or currency, herein prescribed. ARTICLE TEN
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the written request of the Holders of at least five percent in aggregate principal amount of the Step7-Up Year Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders of the 7-Year Notes at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step7-Up Year Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 107-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Boletín Oficial de la Republica República (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and in accordance with Section 12.4 of the Indenture and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up 7-Year Notes who intend to attend a meeting of Holders of 7-Year Notes must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's ’s knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step7-Up Year Notes at the time outstanding Outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step7-Up Year Notes at the time Outstanding specified under "Events Section 6.1 of Default" the Indenture shall be required to take the actions specified under in such headingSection; provided further, however, that the unanimous affirmative vote of the Holders of Step7-Up Year Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, of the principal of, premium, if any, on or any installment of interest on any Step7-Up Year Note, or reducing the principal amount thereof, thereof or premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon (or, with respect to the 7-Year Floating Rate Notes, changing the requirement to pay Other Additional Amounts thereon), or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step7-Up Year Note (or Other Additional Amounts (if any) on any 7-Year Floating Rate Note) is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding StepOutstanding 7-Up Year Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Outstanding 7-Year Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the StepOutstanding 7-Up Year Notes, the consent of the Holders of which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step7-Up Year Notes will be conclusive and binding on all Holders of Step7-Up Year Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step7-Up Year Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step7-Up Year Notes shall be either "“first call" ” meetings ("“primera convocatoria"”) or "“second call" ” meetings ("“segunda convocatoria"”). All meetings of the Holders of Step7-Up Year Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step7-Up Year Notes of any series shall be as follows:
(i) the quorum for meetings called to adopt a resolution by which Holders of 7-Year Notes shall make any request, demand or direction or give any notice (other than a resolution specified in paragraph (ii) below) shall, (A) in the case of first call meetings, be such Persons holding or representing a majority in aggregate principal amount of the 7-Year Notes at the time Outstanding and (B) in the case of second call meetings, be such Persons present at such meeting holding or representing 7-Year Notes at the time Outstanding; and
(ii) the quorum for meetings called to adopt a resolution by which Holders consent to any waiver under the 7-Year Notes or hereunder, agree to any amendment to the 7-Year Notes Indenture or the terms and conditions of the 7-Year Notes, or specify the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee with respect to the 7-Year Notes by the 7-Year Notes Indenture, shall (A) in the case of first call meetings, be Persons holding or representing at least 60% in aggregate principal amount of the 7-Year Notes at the time Outstanding and (B) in the case of second call meetings, be Persons holding or representing at least 30% in aggregate principal amount of the 7-Year Notes at the time Outstanding.
(e) Without the vote of any Holders of 7-Year Notes, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the 7-Year Notes Indenture in form satisfactory to the Trustee, for any of the following purposes:
(i) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the 7-Year Notes Indenture and in the 7-Year Notes; or
(ii) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; or
(iii) to secure the 7-Year Notes; or
(iv) to comply with any requirements of the Commission in order to effect and maintain the qualification of the 7-Year Notes Indenture under the Trust Indenture Act; or
(v) to evidence and provide for acceptance of appointment hereunder by a successor Trustee pursuant to the provisions of the 7-Year Notes Indenture; or
(vi) to evidence any further issue of notes having terms and conditions the same as those of the 7-Year Notes (or the same except for the payment of interest accruing prior to the issue date of such additional notes or except for the first payment of interest following the issue date of such additional notes), which additional notes may be consolidated and form a single series with the 7-Year Notes; or
(vii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the 7-Year Notes Indenture which shall not be inconsistent with the provisions of the 7-Year Notes Indenture, provided that such action pursuant to this clause (vii) shall not adversely affect the interests of the Holders in any material respect; or
(viii) to increase the aggregate principal amount of Public Debt Securities at any time outstanding under the 7-Year Notes Indenture. No reference herein and no provision of any of the 7-Year Notes or of the 7-Year Notes Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, interest and Additional Amounts, if any, (and, with respect to the 7-Year Floating Rate Notes, Other Additional Amounts thereon, if any) on such 7-Year Note at the times, place and rate, and in the coin or currency, herein prescribed.
Appears in 1 contract
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the written request of the Holders of at least five percent in aggregate principal amount of the Step7-Up Year Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders of the 7-Year Notes at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step7-Up Year Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 107-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and in accordance with Section 12.4 of the Indenture and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up 7-Year Notes who intend to attend a meeting of Holders of 7-Year Notes must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step7-Up Year Notes at the time outstanding Outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step7-Up Year Notes at the time Outstanding specified under "Events Section 6.1 of Default" the Indenture shall be required to take the actions specified under in such headingSection; provided further, however, that the unanimous affirmative vote of the Holders of Step7-Up Year Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, of the principal of, premium, if any, on or any installment of interest on any Step7-Up Year Note, or reducing the principal amount thereof, thereof or premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon (or, with respect to the 7-Year Floating Rate Notes, changing the requirement to pay Other Additional Amounts thereon), or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step7-Up Year Note (or Other Additional Amounts (if any) on any 7- Year Floating Rate Note) is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding StepOutstanding 7-Up Year Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Outstanding 7-Year Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the StepOutstanding 7-Up Year Notes, the consent of the Holders of which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step7-Up Year Notes will be conclusive and binding on all Holders of Step7-Up Year Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step7-Up Year Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step7-Up Year Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step7-Up Year Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step7-Up Year Notes of any series shall be as follows:
(i) the quorum for meetings called to adopt a resolution by which Holders of 7-Year Notes shall make any request, demand or direction or give any notice (other than a resolution specified in paragraph (ii) below) shall, (A) in the case of first call meetings, be such Persons holding or representing a majority in aggregate principal amount of the 7-Year Notes at the time Outstanding and (B) in the case of second call meetings, be such Persons present at such meeting holding or representing 7-Year Notes at the time Outstanding; and
(ii) the quorum for meetings called to adopt a resolution by which Holders consent to any waiver under the 7-Year Notes or hereunder, agree to any amendment to the 7-Year Notes Indenture or the terms and conditions of the 7-Year Notes, or specify the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee with respect to the 7-Year Notes by the 7-Year Notes Indenture, shall (A) in the case of first call meetings, be Persons holding or representing at least 60% in aggregate principal amount of the 7-Year Notes at the time Outstanding and (B) in the case of second call meetings, be Persons holding or representing at least 30% in aggregate principal amount of the 7-Year Notes at the time Outstanding.
(e) Without the vote of any Holders of 7-Year Notes, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the 7-Year Notes Indenture in form satisfactory to the Trustee, for any of the following purposes:
(i) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the 7-Year Notes Indenture and in the 7-Year Notes; or
(ii) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; or
(iii) to secure the 7-Year Notes; or
(iv) to comply with any requirements of the Commission in order to effect and maintain the qualification of the 7-Year Notes Indenture under the Trust Indenture Act; or
(v) to evidence and provide for acceptance of appointment hereunder by a successor Trustee pursuant to the provisions of the 7-Year Notes Indenture; or
(vi) to evidence any further issue of notes having terms and conditions the same as those of the 7-Year Notes (or the same except for the payment of interest accruing prior to the issue date of such additional notes or except for the first payment of interest following the issue date of such additional notes), which additional notes may be consolidated and form a single series with the 7-Year Notes; or
(vii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the 7-Year Notes Indenture which shall not be inconsistent with the provisions of the 7-Year Notes Indenture, provided that such action pursuant to this clause (vii) shall not adversely affect the interests of the Holders in any material respect; or
(viii) to increase the aggregate principal amount of Program Debt Securities at any time outstanding under the Program and the 7-Year Notes Indenture. No reference herein and no provision of any of the 7-Year Notes or of the 7-Year Notes Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, interest and Additional Amounts, if any, (and, with respect to the 7-Year Floating Rate Notes, Other Additional Amounts thereon, if any) on such 7-Year Note at the times, place and rate, and in the coin or currency, herein prescribed.
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the written request of the Holders of at least five percent in aggregate principal amount of the Step7-Up Year Notes at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step7-Up Year Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 107-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Oficial de la Republica (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
Meetings of Holders; Modification and Waiver. (a) The Trustee or the Company shall, upon the request of the Holders of at least five percent in aggregate principal amount of the Step-Up Notes Debt Securities of any series at the time Outstanding, or the Company or the Trustee at its discretion, may, call a meeting of the Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes this Debt Security to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes Indenture, meetings of Holders will be held in Buenos Aires in accordance with the Negotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletin Boletín Oficial de la Republica República (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication.
(b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company's knowledge, as to the Notes held by any Affiliate of the Company.
(c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under "Events of Default" shall be required to take the actions specified under such heading; provided further, however, that the unanimous affirmative vote of the Holders of Step-Up Notes shall be required to adopt a valid decision on:
(i) changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts;
(ii) changing the place of payment where, or the coin or currency in which, the principal of, premium, if any, on or interest or Additional Amounts (if any) on any Step-Up Note is payable;
(iii) impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reducing the percentage in principal amount of the outstanding Step-Up Notes, the consent of the Holders of which is required for the adoption of a resolution or the quorum required to constitute a meeting of Holders at which a resolution is adopted or the percentage in principal amount of outstanding Step Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or
(v) modifying the percentage in principal amount of the Step-Up Notes, the consent of Holders which is required to waive a past Default or Event of Default. Except as provided above, any modifications, amendments or waivers to the terms and conditions of the Step-Up Notes will be conclusive and binding on all Holders of Step-Up Notes, whether or not they were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Step-Up Notes, provided that any such modification, amendment or waiver was duly passed at a meeting convened and held in accordance with the provisions of the Negotiable Obligations Law.
(d) Meetings of the Holders of Step-Up Notes shall be either "first call" meetings ("primera convocatoria") or "second call" meetings ("segunda convocatoria"). All meetings of the Holders of Step-Up Notes shall be deemed to be a first call meeting; provided, however, that any reconvened meeting adjourned for lack of a requisite quorum shall be deemed a second call meeting. The quorum applicable at a meeting of the Holders of Step-Up Notes of any series shall be as follows:
Appears in 1 contract
Samples: Indenture (Multicanal Sa)
