Meetings of Holders of Bonds. (a) In this Section 14 all references to “outstanding” means, in relation to the Bonds, all the Bonds other than: (i) those which have been redeemed in full or purchased and cancelled; (ii) those in respect of which the date for redemption in full has occurred and the redemption moneys therefor (including all arrears of interest to such date for redemption) have been duly paid to the Registrar in the manner provided for in this Agreement (and, where appropriate, notice to that effect has been given in accordance with the terms thereof); (iii) those which have become void or claims in respect of which have become prescribed under the terms thereof; (iv) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued pursuant to the terms thereof; (v) those Bonds which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Bonds have been issued pursuant to the terms thereof; (vi) any Global Bond to the extent that it has been exchanged for certificated Bonds; and (vii) unless and until ceasing to be so held, Bonds which are held directly or indirectly by Canada and not cancelled. (b) A holder of a Bond may by an instrument in writing in the form for the time being available from the specified office of the Registrar (hereinafter called a “form of proxy”) signed by the holder (or, in the case of joint holders, the first named) or its duly appointed attorney or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, appoint any person (hereinafter also called a “proxy”) to attend and act on his or its behalf in connection with any meeting or proposed meeting of the holders of Bonds. (c) Any holder of a Bond which is a corporation may by resolution of its directors or other governing body and the delivery of an executed or certified copy of such resolution (or, if such resolution is not in English, a certified translation thereof) to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of the holders of the Bonds. (d) Any proxy appointed pursuant to Subsection 14(b) hereof or representative appointed pursuant to Subsection 14(c) hereof shall for so long as such appointment remains in force (and the relevant Bonds remain registered in the name of the appointor), be deemed for all purposes in connection with any meeting or proposed meeting of the holders of Bonds specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bonds shall be deemed for such purposes not to be the holder. (e) Canada shall, upon a request in writing from holders of Bonds of like tenor and terms holding not less than 10% of the aggregate principal amount of the Bonds then outstanding, convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Canada may also at any time convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Whenever Canada is about to convene or cause to be convened any such meeting it shall forthwith give notice in writing to the Registrar of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Registrar may approve. (f) A person (who may, but need not, be the holder of a Bond) nominated in writing by Canada shall be the chairman at every meeting, but if no such nomination is made or if at any meeting the person so nominated is not present within 15 minutes from the time fixed for the holding of such meeting, the holders of the Bonds present may appoint another such person to be chairman. The chairman of a reconvened meeting need not be the same person who was chairman of the original meeting. (g) At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the holders of the Bonds. If someone gives such notice other than the Registrar, a copy of the notice shall be given to the Registrar. Such notice shall include, inter alia, statements to the effect that holders of the Bonds may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar until 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of such resolution (or, if not in English, a certified English translation thereof) to the Registrar not later than 48 hours before the time fixed for the meeting. All written notices to DTC of meetings shall contain a requirement that DTC must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (h) At any meeting of the holders of Bonds, one or more persons present and holding, or being proxies or representatives and holding or representing, at least: (i) in the case of a meeting convened to consider an Extraordinary Resolution to make any such alteration as set forth to in the proviso to Subsection 14(r) hereof, 75%; and (ii) in the case of a meeting convened to consider any other Extraordinary Resolution, a majority; in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. If a quorum of the holders of the Bonds shall not be present within one half hour after the time fixed for holding any meeting, such meeting shall stand adjourned without notice to the same day in the next week (or, if such day is not a business day in the place where the meeting is to take place, until the next such business day thereafter) at the same time and place unless the chairman appoints some other place or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. In this sub-paragraph (h) and in Section 20 a reference to “business day” in any place means a day on which banking institutions in such place are not authorized or obligated by law or executive order to be closed. (i) If such meeting was convened to consider an Extraordinary Resolution to make any such alteration as is set forth in the proviso to Subsection 14(r) hereof, at the adjourned meeting one or more persons present and holding, or being proxies for or representatives of holders of, at least 33 1⁄3% in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. (j) If such meeting was convened for any other purpose, at the adjourned meeting one or more holders of the Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened. (k) The chairman of any meeting at which a quorum is present may, with the consent of persons present and holding, or being proxies for or representatives of holders of, at least a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (l) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereafter defined) and in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a Bond or being a proxy or a representative of such a holder. (m) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or Canada or by one or more persons holding, or being proxies for or representatives of holders of, one or more Bonds having an aggregate, principal amount of not less than 2% of the aggregate principal amount of all the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution. (n) If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. (o) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (p) The Registrar and Canada and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the holders of Bonds. Save as aforesaid no person shall be entitled to attend or vote at any meeting of the holders of Bonds or to join with others in requesting the convening of such a meeting unless he is the holder of a Bond or is a proxy for or a representative of such a holder. (q) Subject as provided in Subsection 14(m) hereof at any such meeting (i) on a show of hands every person who is present in person and who is a holder of a Bond or who is a proxy for or representative of a holder of a Bond and (ii) on a poll every such person who is so present shall have one vote in respect of each U.S.$5,000 principal amount of Bonds so held or in respect of which he is a proxy or representative. A proxy need not be a registered holder of Bonds. Without prejudice to the obligations of the proxies named in any form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only the first named of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (r) A meeting of the holders of Bonds shall, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution, namely: (i) power to agree to any proposal by Canada for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the holders of the Bonds against Canada under such Bonds; (ii) power to agree to any proposal by Canada for the exchange or substitution for such Bonds of, or conversion of such Bonds into, other obligations or securities of Canada; (iii) power to agree to any modification of or amendment to this Agreement or the terms of such Bonds proposed by Canada; provided that, without the consent of the Registrar, no modification or amendment shall affect the rights, responsibilities, duties or immunities of the Registrar; (iv) power to direct or authorise the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or such Bonds in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (v) power to waive and direct the Registrar to waive any default on the part of Canada in complying with any provisions of this Agreement or the Bonds or to waive and direct the Registrar to waive future compliance with any provisions of this Agreement or the Bonds; (vi) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of the Bonds; and (vii) power to appoint any persons (whether holders of the Bonds or not) as a committee or committees to represent the interests of the holders of the Bonds and to confer upon such committee or committees any powers or discretions which the holders of the Bonds could themselves exercise by Extraordinary Resolution; provided, however, that the special quorum provisions contained in Subsections 14(h)(i) and 14(i) hereof and the Required Percentage set out in Subsection 14(s)(i) hereof shall apply in relation to any Extraordinary Resolution for the purpose of making modification of the provisions contained in the Bonds which: (A) changes the stated maturity of such Bonds or changes any interest or principal payment date of such Bonds; or (B) reduces or cancels the principal amount of such Bonds; or (C) changes the rate of interest payable in respect of such Bonds; or (D) changes the currency or place of any payment in respect of such Bonds is to be made; or (E) modifies the provisions contained in this Section 14 concerning the quorum required at any meeting of the holders of the Bonds or any adjournment thereof or concerning the percentage required to pass an Extraordinary Resolution; or (F) impairs the right to institute suit for the enforcement of any payment on or with respect to any of such Bonds; or (G) reduces the percentage of the principal amount of such Bonds required to waive any future compliance or past default; or (H) reduces the amount of principal payable upon acceleration of the maturity of such Bonds; or (I) permits early redemption of such bonds or, if early redemption is already permitted, sets a redemption date earlier than the date previously specified or reduces the redemption price; or (J) changes the definition of “outstanding” with respect to such bonds; or (K) changes Canada’s obligation to pay Additional Amounts; or (L) changes the governing law provision of such bonds; or (M) in connection with an exchange offer for such bonds, amends any event of default under such bonds; or (N) changes the status of such bonds as described in the third paragraph of the Global Bond; or (O) amends this proviso in any manner.
Appears in 4 contracts
Samples: Fiscal Agency Agreement (Canada), Fiscal Agency Agreement (Canada), Fiscal Agency Agreement (Canada)
Meetings of Holders of Bonds. (a) In this Section 14 all references to “outstanding” means, in relation to the Bonds, all the Bonds other than:
(i) those which have been redeemed in full or purchased and cancelled;
(ii) those in respect of which the date for redemption in full has occurred and the redemption moneys therefor (including all arrears of interest to such date for redemption) have been duly paid to the Registrar in the manner provided for in this Agreement (and, where appropriate, notice to that effect has been given in accordance with the terms thereof);
(iii) those which have become void or claims in respect of which have become prescribed under the terms thereof;
(iv) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(v) those Bonds which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(vi) any Global Bond to the extent that it has been exchanged for certificated Bonds; and
(vii) unless and until ceasing to be so held, Bonds which are held directly or indirectly by Canada and not cancelled.
(b) A holder of a Bond may by an instrument in writing in the form for the time being available from the specified office of the Registrar (hereinafter called a “form of proxy”) signed by the holder (or, in the case of joint holders, the first named) or its duly appointed attorney or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, appoint any person (hereinafter also called a “proxy”) to attend and act on his or its behalf in connection with any meeting or proposed meeting of the holders of Bonds.
(c) Any holder of a Bond which is a corporation may by resolution of its directors or other governing body and the delivery of an executed or certified copy of such resolution (or, if such resolution is not in English, a certified translation thereof) to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of the holders of the Bonds.
(d) Any proxy appointed pursuant to Subsection 14(b) hereof or representative appointed pursuant to Subsection 14(c) hereof shall for so long as such appointment remains in force (and the relevant Bonds remain registered in the name of the appointor), be deemed for all purposes in connection with any meeting or proposed meeting of the holders of Bonds specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bonds shall be deemed for such purposes not to be the holder.
(e) Canada shall, upon a request in writing from holders of Bonds of like tenor and terms holding not less than 10% of the aggregate principal amount of the Bonds then outstanding, convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Canada may also at any time convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Whenever Canada is about to convene or cause to be convened any such meeting it shall forthwith give notice in writing to the Registrar of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Registrar may approve.
(f) A person (who may, but need not, be the holder of a Bond) nominated in writing by Canada shall be the chairman at every meeting, but if no such nomination is made or if at any meeting the person so nominated is not present within 15 minutes from the time fixed for the holding of such meeting, the holders of the Bonds present may appoint another such person to be chairman. The chairman of a reconvened meeting need not be the same person who was chairman of the original meeting.
(g) At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the holders of the Bonds. If someone gives such notice other than the Registrar, a copy of the notice shall be given to the Registrar. Such notice shall include, inter alia, statements to the effect that holders of the Bonds may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar until 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of such resolution (or, if not in English, a certified English translation thereof) to the Registrar not later than 48 hours before the time fixed for the meeting. All written notices to DTC of meetings shall contain a requirement that DTC must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds.
(h) At any meeting of the holders of Bonds, one or more persons present and holding, or being proxies or representatives and holding or representing, at least:
(i) in the case of a meeting convened to consider an Extraordinary Resolution to make any such alteration as set forth to in the proviso to Subsection 14(r) hereof, 75%; and
(ii) in the case of a meeting convened to consider any other Extraordinary Resolution, a majority; in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. If a quorum of the holders of the Bonds shall not be present within one half hour after the time fixed for holding any meeting, such meeting shall stand adjourned without notice to the same day in the next week (or, if such day is not a business day in the place where the meeting is to take place, until the next such business day thereafter) at the same time and place unless the chairman appoints some other place or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. In this sub-paragraph (h) and in Section 20 a reference to “business day” in any place means a day on which banking institutions in such place are not authorized or obligated by law or executive order to be closed.
(i) If such meeting was convened to consider an Extraordinary Resolution to make any such alteration as is set forth in the proviso to Subsection 14(r) hereof, at the adjourned meeting one or more persons present and holding, or being proxies for or representatives of holders of, at least 33 1⁄31/3% in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.
(j) If such meeting was convened for any other purpose, at the adjourned meeting one or more holders of the Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened.
(k) The chairman of any meeting at which a quorum is present may, with the consent of persons present and holding, or being proxies for or representatives of holders of, at least a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
(l) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereafter defined) and in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a Bond or being a proxy or a representative of such a holder.
(m) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or Canada or by one or more persons holding, or being proxies for or representatives of holders of, one or more Bonds having an aggregate, principal amount of not less than 2% of the aggregate principal amount of all the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution.
(n) If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
(o) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.
(p) The Registrar and Canada and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the holders of Bonds. Save as aforesaid no person shall be entitled to attend or vote at any meeting of the holders of Bonds or to join with others in requesting the convening of such a meeting unless he is the holder of a Bond or is a proxy for or a representative of such a holder.
(q) Subject as provided in Subsection 14(m) hereof at any such meeting (i) on a show of hands every person who is present in person and who is a holder of a Bond or who is a proxy for or representative of a holder of a Bond and (ii) on a poll every such person who is so present shall have one vote in respect of each U.S.$5,000 principal amount of Bonds so held or in respect of which he is a proxy or representative. A proxy need not be a registered holder of Bonds. Without prejudice to the obligations of the proxies named in any form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only the first named of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders.
(r) A meeting of the holders of Bonds shall, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution, namely:
(i) power to agree to any proposal by Canada for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the holders of the Bonds against Canada under such Bonds;
(ii) power to agree to any proposal by Canada for the exchange or substitution for such Bonds of, or conversion of such Bonds into, other obligations or securities of Canada;
(iii) power to agree to any modification of or amendment to this Agreement or the terms of such Bonds proposed by Canada; provided that, without the consent of the Registrar, no modification or amendment shall affect the rights, responsibilities, duties or immunities of the Registrar;
(iv) power to direct or authorise the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or such Bonds in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(v) power to waive and direct the Registrar to waive any default on the part of Canada in complying with any provisions of this Agreement or the Bonds or to waive and direct the Registrar to waive future compliance with any provisions of this Agreement or the Bonds;
(vi) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of the Bonds; and
(vii) power to appoint any persons (whether holders of the Bonds or not) as a committee or committees to represent the interests of the holders of the Bonds and to confer upon such committee or committees any powers or discretions which the holders of the Bonds could themselves exercise by Extraordinary Resolution; provided, however, that the special quorum provisions contained in Subsections 14(h)(i) and 14(i) hereof and the Required Percentage set out in Subsection 14(s)(i) hereof shall apply in relation to any Extraordinary Resolution for the purpose of making modification of the provisions contained in the Bonds which:
(A) changes the stated maturity of such Bonds or changes any interest or principal payment date of such Bonds; or
(B) reduces or cancels the principal amount of such Bonds; or
(C) changes the rate of interest payable in respect of such Bonds; or
(D) changes the currency or place of any payment in respect of such Bonds is to be made; or
(E) modifies the provisions contained in this Section 14 concerning the quorum required at any meeting of the holders of the Bonds or any adjournment thereof or concerning the percentage required to pass an Extraordinary Resolution; or
(F) impairs the right to institute suit for the enforcement of any payment on or with respect to any of such Bonds; or
(G) reduces the percentage of the principal amount of such Bonds required to waive any future compliance or past default; or
(H) reduces the amount of principal payable upon acceleration of the maturity of such Bonds; or
(I) permits early redemption of such bonds or, if early redemption is already permitted, sets a redemption date earlier than the date previously specified or reduces the redemption price; or
(J) changes the definition of “outstanding” with respect to such bonds; or
(K) changes Canada’s obligation to pay Additional Amounts; or
(L) changes the governing law provision of such bonds; or
(M) in connection with an exchange offer for such bonds, amends any event of default under such bonds; or
(N) changes the status of such bonds as described in the third paragraph of the Global Bond; or
(O) amends this proviso in any manner.
Appears in 2 contracts
Samples: Fiscal Agency Agreement (Canada), Fiscal Agency Agreement (Canada)
Meetings of Holders of Bonds. (a) In this Section 14 all references to “outstanding” means, in relation to the Bonds, all the Bonds other than:
(i) those which have been redeemed in full or purchased and cancelled;
(ii) those in respect of which the date for redemption in full has occurred and the redemption moneys therefor (including all arrears of interest to such date for redemption) have been duly paid to the Registrar in the manner provided for in this Agreement (and, where appropriate, notice to that effect has been given in accordance with the terms thereof);
(iii) those which have become void or claims in respect of which have become prescribed under the terms thereof;
(iv) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(v) those Bonds which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(vi) any Global Bond to the extent that it has been exchanged for certificated Bonds; and
(vii) unless and until ceasing to be so held, Bonds which are held directly or indirectly by Canada and not cancelled.
(b) A holder of a Bond may by an instrument in writing in the form for the time being available from the specified office of the Registrar (hereinafter called a “form of proxy”) signed by the holder (or, in the case of joint holders, the first named) or its duly appointed attorney or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, appoint any person (hereinafter also called a “proxy”) to attend and act on his or its behalf in connection with any meeting or proposed meeting of the holders of Bonds.
(c) Any holder of a Bond which is a corporation may by resolution of its directors or other governing body and the delivery of an executed or certified copy of such resolution (or, if such resolution is not in English, a certified translation thereof) to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of the holders of the Bonds.
(d) Any proxy appointed pursuant to Subsection subsection 14(b) hereof or representative appointed pursuant to Subsection subsection 14(c) hereof shall for so long as such appointment remains in force (and the relevant Bonds remain registered in the name of the appointor), be deemed for all purposes in connection with any meeting or proposed meeting of the holders of Bonds specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bonds shall be deemed for such purposes not to be the holder.
(e) Canada shall, upon a request in writing from holders of Bonds of like tenor and terms holding not less than 10% of the aggregate principal amount of the Bonds then outstanding, convene or cause to be convened a meeting of the holders of the Bonds for any lawful purposeBonds. Canada may also at any time convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Whenever Canada is about to convene or cause to be convened any such meeting it shall forthwith give notice in writing to the Registrar of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Registrar may approve.
(f) A person (who may, but need not, be the holder of a Bond) nominated in writing by Canada shall be the chairman at every meeting, but if no such nomination is made or if at any meeting the person so nominated is not present within 15 minutes from the time fixed for the holding of such meeting, the holders of the Bonds present may appoint another such person to be chairman. The chairman of a reconvened meeting need not be the same person who was chairman of the original meeting.
(g) At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the holders of the Bonds. If someone gives such notice other than the Registrar, a copy of the notice shall be given to the Registrar. Such notice shall include, inter alia, statements to the effect that holders of the Bonds may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar until 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of such resolution (or, if not in English, a certified English translation thereof) to the Registrar not later than 48 hours before the time fixed for the meeting. All written notices to DTC of meetings shall contain a requirement that DTC must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds.
(h) At any meeting of the holders of Bonds, one or more persons present and holding, or being proxies or representatives and holding or representing, at least:
(i) in the case of a meeting convened to consider an Extraordinary Resolution to make any such alteration as set forth to in the proviso to Subsection subsection 14(r) hereof), 75%; and
(ii) in the case of a meeting convened to consider any other Extraordinary Resolution, a majority; in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. If a quorum of the holders of the Bonds shall not be present within one half hour after the time fixed for holding any meeting, such meeting shall stand adjourned without notice to the same day in the next week (or, if such day is not a business day in the place where the meeting is to take place, until the next such business day thereafter) at the same time and place unless the chairman appoints some other place or some other day or time of which not less than seven 7 days’ notice shall be given in the manner provided above. In this sub-paragraph (h) and in Section 20 Agreement a reference to “business day” in any place means a day on which banking institutions in such place are not authorized or obligated by law or executive order to be closed.
(i) If such meeting was convened to consider an Extraordinary Resolution to make any such alteration as is set forth in the proviso to Subsection subsection 14(r) hereof), at the adjourned meeting one or more persons present and holding, or being proxies for or representatives of holders of, at least 33 1⁄31/3% in principal amount of the Bonds then for the time being outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.
(j) If such meeting was convened for any other purpose, at the adjourned meeting one or more holders of the Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened.
(k) The chairman of any meeting at which a quorum is present may, with the consent of persons present and holding, or being proxies for or representatives of holders of, at least a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
(l) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereafter defined) and in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a Bond or being a proxy or a representative of such a holder.
(m) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or Canada or by one or more persons holding, or being proxies for or representatives of holders of, one or more Bonds having an aggregate, principal amount of not less than 2% of the aggregate principal amount of all the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution.
(n) If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
(o) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.
(p) The Registrar and Canada and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the holders of Bonds. Save as aforesaid no person shall be entitled to attend or vote at any meeting of the holders of Bonds or to join with others in requesting the convening of such a meeting unless he is the holder of a Bond or is a proxy for or a representative of such a holder.
(q) Subject as provided in Subsection subsection 14(m) hereof at any such meeting (i) on a show of hands every person who is present in person and (A) who is a holder of a Bond or (B) who is a proxy for or representative of a holder of a Bond shall have one vote and (ii) on a poll every such person who is so present shall have one vote in respect of each U.S.$5,000 $5,000 principal amount of Bonds so held or in respect of which he is a proxy or representative. A proxy need not be a registered holder of Bonds. Without prejudice to the obligations of the proxies named in any form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only the first named of them may vote in respect of each U.S.$5,000 $5,000 principal amount of Bonds of which they are joint registered holders.
(r) A meeting of the holders of Bonds shall, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution, namely:
(i) power to agree to any proposal by Canada for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the holders of the Bonds against Canada under such Bonds;
(ii) power to agree to any proposal by Canada for the exchange or substitution for such Bonds of, or conversion of such Bonds into, other obligations or securities of Canada;
(iii) power to agree to any modification of or amendment to this Agreement or the terms of such Bonds proposed by Canada; provided that, without the consent of the Registrar, no modification or amendment shall affect the rights, responsibilities, duties or immunities of the Registrar;
(iv) power to direct or authorise the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or such Bonds in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(v) power to waive and direct the Registrar to waive any default on the part of Canada in complying with any provisions of this Agreement or the Bonds or to waive and direct the Registrar to waive future compliance with any provisions of this Agreement or the Bonds;
(vi) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of the Bonds; and
(vii) power to appoint any persons (whether holders of the Bonds or not) as a committee or committees to represent the interests of the holders of the Bonds and to confer upon such committee or committees any powers or discretions which the holders of the Bonds could themselves exercise by Extraordinary Resolution; ;
(viii) provided, however, that the special quorum provisions contained in Subsections subsections 14(h)(i) and 14(i) hereof and the Required Percentage set out in Subsection subsection 14(s)(i) hereof shall apply in relation to any Extraordinary Resolution for the purpose of making modification of the provisions contained in the Bonds which:
(A) changes the stated maturity of such Bonds or changes any interest or principal payment date of such Bonds; or
(B) reduces or cancels the principal amount of such Bonds; or
(C) changes the rate of interest payable in respect of such Bonds; or
(D) changes the currency or place of any payment in respect of such Bonds is to be made; or
(E) modifies the provisions contained in this Section 14 concerning the quorum required at any meeting of the holders of the Bonds or any adjournment thereof or concerning the percentage required to pass an Extraordinary Resolution; or
(F) impairs the right to institute suit for the enforcement of any payment on or with respect to any of such Bonds; or
(G) reduces the percentage of the principal amount of such Bonds required to waive any future compliance or past default; or
(H) reduces the amount of principal payable upon acceleration of the maturity of such Bonds; or
(I) permits early redemption of such bonds or, if early redemption is already permitted, sets set a redemption date earlier than the date previously specified or reduces reduce the redemption price; or
(J) changes the definition of “outstanding” with respect to such bonds; or
(K) changes Canada’s obligation to pay Additional Amounts; or
(L) changes the governing law provision of such bonds; or
(M) in connection with an exchange offer for such bonds, amends amend any event of default under such bonds; or
(N) changes the status of such bonds as described in the third paragraph of the Global Bond; or
(O) amends this proviso in any manner.
(s) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Bonds duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of persons present and holding, or being proxies for or representing holders of, such Bonds having an aggregate principal amount of not less than the following percentage (the “Required Percentage”):
Appears in 1 contract
Samples: Fiscal Agency Agreement (Canada)
Meetings of Holders of Bonds. (a) In this Section 14 all references to “outstanding” means, in relation to the Bonds, all the Bonds other than:
(i) those which have been redeemed in full or purchased and cancelled;
(ii) those in respect of which the date for redemption in full has occurred and the redemption moneys therefor (including all arrears of interest to such date for redemption) have been duly paid to the Registrar in the manner provided for in this Agreement (and, where appropriate, notice to that effect has been given in accordance with the terms thereof);
(iii) those which have become void or claims in respect of which have become prescribed under the terms thereof;
(iv) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(v) those Bonds which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(vi) any Global Bond to the extent that it has been exchanged for certificated Bonds; and
(vii) unless and until ceasing to be so held, Bonds which are held directly or indirectly by Canada and not cancelled.
(b) A holder of a Bond may by an instrument in writing in the form for the time being available from the specified office of the Registrar (hereinafter called a “form of proxy”) signed by the holder (or, in the case of joint holders, the first named) or its duly appointed attorney or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, appoint any person (hereinafter also called a “proxy”) to attend and act on his or its behalf in connection with any meeting or proposed meeting of the holders of Bonds.
(c) Any holder of a Bond which is a corporation may by resolution of its directors or other governing body and the delivery of an executed or certified copy of such resolution (or, if such resolution is not in English, a certified translation thereof) to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of the holders of the Bonds.
(d) Any proxy appointed pursuant to Subsection subsection 14(b) hereof or representative appointed pursuant to Subsection subsection 14(c) hereof shall for so long as such appointment remains in force (and the relevant Bonds remain registered in the name of the appointor), be deemed for all purposes in connection with any meeting or proposed meeting of the holders of Bonds specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bonds shall be deemed for such purposes not to be the holder.
(e) Canada shall, upon a request in writing from holders of Bonds of like tenor and terms holding not less than 10% of the aggregate principal amount of the Bonds then outstanding, convene or cause to be convened a meeting of the holders of the Bonds for any lawful purposeBonds. Canada may also at any time convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Whenever Canada is about to convene or cause to be convened any such meeting it shall forthwith give notice in writing to the Registrar of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Registrar may approve.
(f) A person (who may, but need not, be the holder of a Bond) nominated in writing by Canada shall be the chairman at every meeting, but if no such nomination is made or if at any meeting the person so nominated is not present within 15 minutes from the time fixed for the holding of such meeting, the holders of the Bonds present may appoint another such person to be chairman. The chairman of a reconvened meeting need not be the same person who was chairman of the original meeting.
(g) At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the holders of the Bonds. If someone gives such notice other than the Registrar, a copy of the notice shall be given to the Registrar. Such notice shall include, inter alia, statements to the effect that holders of the Bonds may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar until 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of such resolution (or, if not in English, a certified English translation thereof) to the Registrar not later than 48 hours before the time fixed for the meeting. All written notices to DTC Euroclear and Clearstream, Luxembourg of meetings shall contain a requirement that DTC Euroclear and Clearstream, Luxembourg must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds.
(h) At any meeting of the holders of Bonds, one or more persons present and holding, or being proxies or representatives and holding or representing, at least:
(i) in the case of a meeting convened to consider an Extraordinary Resolution to make any such alteration as set forth to in the proviso to Subsection subsection 14(r) hereof), 75%; and
(ii) in the case of a meeting convened to consider any other Extraordinary Resolution, a majority; in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. If a quorum of the holders of the Bonds shall not be present within one half hour after the time fixed for holding any meeting, such meeting shall stand adjourned without notice to the same day in the next week (or, if such day is not a business day in the place where the meeting is to take place, until the next such business day thereafter) at the same time and place unless the chairman appoints some other place or some other day or time of which not less than seven 7 days’ notice shall be given in the manner provided above. In this sub-paragraph (h) and in Section 20 Agreement a reference to “business day” in any place means a day on which banking institutions in such place are not authorized or obligated by law or executive order to be closed.
(i) If such meeting was convened to consider an Extraordinary Resolution to make any such alteration as is set forth in the proviso to Subsection subsection 14(r) hereof), at the adjourned meeting one or more persons present and holding, or being proxies for or representatives of holders of, at least 33 1⁄31/3% in principal amount of the Bonds then for the time being outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.
(j) If such meeting was convened for any other purpose, at the adjourned meeting one or more holders of the Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened.
(k) The chairman of any meeting at which a quorum is present may, with the consent of persons present and holding, or being proxies for or representatives of holders of, at least a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
(l) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereafter defined) and in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a Bond or being a proxy or a representative of such a holder.
(m) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or Canada or by one or more persons holding, or being proxies for or representatives of holders of, one or more Bonds having an aggregate, principal amount of not less than 2% of the aggregate principal amount of all the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution.
(n) If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
(o) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.
(p) The Registrar and Canada and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the holders of Bonds. Save as aforesaid no person shall be entitled to attend or vote at any meeting of the holders of Bonds or to join with others in requesting the convening of such a meeting unless he is the holder of a Bond or is a proxy for or a representative of such a holder.
(q) Subject as provided in Subsection subsection 14(m) hereof at any such meeting (i) on a show of hands every person who is present in person and (A) who is a holder of a Bond or (B) who is a proxy for or representative of a holder of a Bond shall have one vote and (ii) on a poll every such person who is so present shall have one vote in respect of each U.S.$5,000 €1,000 principal amount of Bonds so held or in respect of which he is a proxy or representative. A proxy need not be a registered holder of Bonds. Without prejudice to the obligations of the proxies named in any form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only the first named of them may vote in respect of each U.S.$5,000 €1,000 principal amount of Bonds of which they are joint registered holders.
(r) A meeting of the holders of Bonds shall, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution, namely:
(i) power to agree to any proposal by Canada for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the holders of the Bonds against Canada under such Bonds;
(ii) power to agree to any proposal by Canada for the exchange or substitution for such Bonds of, or conversion of such Bonds into, other obligations or securities of Canada;
(iii) power to agree to any modification of or amendment to this Agreement or the terms of such Bonds proposed by Canada; provided that, without the consent of the Registrar, no modification or amendment shall affect the rights, responsibilities, duties or immunities of the Registrar;
(iv) power to direct or authorise the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or such Bonds in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(v) power to waive and direct the Registrar to waive any default on the part of Canada in complying with any provisions of this Agreement or the Bonds or to waive and direct the Registrar to waive future compliance with any provisions of this Agreement or the Bonds;
(vi) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of the Bonds; and
(vii) power to appoint any persons (whether holders of the Bonds or not) as a committee or committees to represent the interests of the holders of the Bonds and to confer upon such committee or committees any powers or discretions which the holders of the Bonds could themselves exercise by Extraordinary Resolution; provided, however, that the special quorum provisions contained in Subsections subsections 14(h)(i) and 14(i) hereof and the Required Percentage set out in Subsection subsection 14(s)(i) hereof shall apply in relation to any Extraordinary Resolution for the purpose of making modification of the provisions contained in the Bonds which:
(A) changes the stated maturity of such Bonds or changes any interest or principal payment date of such Bonds; or
(B) reduces or cancels the principal amount of such Bonds; or
(C) changes the rate of interest payable in respect of such Bonds; or
(D) changes the currency or place of any payment in respect of such Bonds is to be made; or
(E) modifies the provisions contained in this Section 14 concerning the quorum required at any meeting of the holders of the Bonds or any adjournment thereof or concerning the percentage required to pass an Extraordinary Resolution; or
(F) impairs the right to institute suit for the enforcement of any payment on or with respect to any of such Bonds; or
(G) reduces the percentage of the principal amount of such Bonds required to waive any future compliance or past default; or
(H) reduces the amount of principal payable upon acceleration of the maturity of such Bonds; or
(I) permits early redemption of such bonds or, if early redemption is already permitted, sets set a redemption date earlier than the date previously specified or reduces reduce the redemption price; or
(J) changes the definition of “outstanding” with respect to such bonds; or
(K) changes Canada’s obligation to pay Additional Amounts; or
(L) changes the governing law provision of such bonds; or
(M) in connection with an exchange offer for such bonds, amends amend any event of default under such bonds; or
(N) changes the status of such bonds as described in the third paragraph of the Global Bond; or
(O) amends this proviso in any manner.
(s) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Bonds duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of persons present and holding, or being proxies for or representing holders of, such Bonds having an aggregate principal amount of not less than the following percentage (the “Required Percentage”):
Appears in 1 contract
Samples: Fiscal Agency Agreement (Canada)
Meetings of Holders of Bonds. (a) In this Section 14 all references to “outstanding” means, in relation to the Bonds, all the Bonds other than:
(i) those which have been redeemed in full or purchased and cancelled;
(ii) those in respect of which the date for redemption in full has occurred and the redemption moneys therefor (including all arrears of interest to such date for redemption) have been duly paid to the Registrar in the manner provided for in this Agreement (and, where appropriate, notice to that effect has been given in accordance with the terms thereof);
(iii) those which have become void or claims in respect of which have become prescribed under the terms thereof;
(iv) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(v) those Bonds which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Bonds have been issued pursuant to the terms thereof;
(vi) any Global Bond to the extent that it has been exchanged for certificated Bonds; and
(vii) unless and until ceasing to be so held, Bonds which are held directly or indirectly by Canada and not cancelled.
(b) A holder of a Bond may by an instrument in writing in the form for the time being available from the specified office of the Registrar (hereinafter called a “form of proxy”) signed by the holder (or, in the case of joint holders, the first named) or its duly appointed attorney or, in the case of a corporation, executed under its seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation and delivered to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, appoint any person (hereinafter also called a “proxy”) to attend and act on his or its behalf in connection with any meeting or proposed meeting of the holders of BondsXxxxx.
(c) Any holder of a Bond which is a corporation may by resolution of its directors or other governing body and the delivery of an executed or certified copy of such resolution (or, if such resolution is not in English, a certified translation thereof) to the Registrar not later than 48 hours prior to the time for which such meeting or adjourned meeting is convened, authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of the holders of the Bonds.
(d) Any proxy appointed pursuant to Subsection 14(b) hereof or representative appointed pursuant to Subsection 14(c) hereof shall for so long as such appointment remains in force (and the relevant Bonds remain registered in the name of the appointor), be deemed for all purposes in connection with any meeting or proposed meeting of the holders of Bonds specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bonds shall be deemed for such purposes not to be the holder.
(e) Canada shall, upon a request in writing from holders of Bonds of like tenor and terms holding not less than 10% of the aggregate principal amount of the Bonds then outstanding, convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Canada may also at any time convene or cause to be convened a meeting of the holders of the Bonds for any lawful purpose. Whenever Canada is about to convene or cause to be convened any such meeting it shall forthwith give notice in writing to the Registrar of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Registrar may approve.
(f) A person (who may, but need not, be the holder of a Bond) nominated in writing by Canada shall be the chairman at every meeting, but if no such nomination is made or if at any meeting the person so nominated is not present within 15 minutes from the time fixed for the holding of such meeting, the holders of the Bonds present may appoint another such person to be chairman. The chairman of a reconvened meeting need not be the same person who was chairman of the original meeting.
(g) At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the holders of the Bonds. If someone gives such notice other than the Registrar, a copy of the notice shall be given to the Registrar. Such notice shall include, inter alia, statements to the effect that holders of the Bonds may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar until 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of such resolution (or, if not in English, a certified English translation thereof) to the Registrar not later than 48 hours before the time fixed for the meeting. All written notices to DTC of meetings shall contain a requirement that DTC must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds.
(h) At any meeting of the holders of Bonds, one or more persons present and holding, or being proxies or representatives and holding or representing, at least:
(i) in the case of a meeting convened to consider an Extraordinary Resolution to make any such alteration as set forth to in the proviso to Subsection 14(r) hereof, 75%; and
(ii) in the case of a meeting convened to consider any other Extraordinary Resolution, a majority; in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. If a quorum of the holders of the Bonds shall not be present within one half hour after the time fixed for holding any meeting, such meeting shall stand adjourned without notice to the same day in the next week (or, if such day is not a business day in the place where the meeting is to take place, until the next such business day thereafter) at the same time and place unless the chairman appoints some other place or some other day or time of which not less than seven days’ notice shall be given in the manner provided above. In this sub-paragraph (h) and in Section 20 a reference to “business day” in any place means a day on which banking institutions in such place are not authorized or obligated by law or executive order to be closed.
(i) If such meeting was convened to consider an Extraordinary Resolution to make any such alteration as is set forth in the proviso to Subsection 14(r) hereof, at the adjourned meeting one or more persons present and holding, or being proxies for or representatives of holders of, at least 33 1⁄3% in principal amount of the Bonds then outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman, if necessary) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.
(j) If such meeting was convened for any other purpose, at the adjourned meeting one or more holders of the Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened.
(k) The chairman of any meeting at which a quorum is present may, with the consent of persons present and holding, or being proxies for or representatives of holders of, at least a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
(l) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereafter defined) and in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a Bond or being a proxy or a representative of such a holder.
(m) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or Canada or by one or more persons holding, or being proxies for or representatives of holders of, one or more Bonds having an aggregate, principal amount of not less than 2% of the aggregate principal amount of all the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution.
(n) If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
(o) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.
(p) The Registrar and Canada and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the holders of Bonds. Save as aforesaid no person shall be entitled to attend or vote at any meeting of the holders of Bonds or to join with others in requesting the convening of such a meeting unless he is the holder of a Bond or is a proxy for or a representative of such a holder.
(q) Subject as provided in Subsection 14(m) hereof at any such meeting (i) on a show of hands every person who is present in person and who is a holder of a Bond or who is a proxy for or representative of a holder of a Bond and (ii) on a poll every such person who is so present shall have one vote in respect of each U.S.$5,000 principal amount of Bonds so held or in respect of which he is a proxy or representative. A proxy need not be a registered holder of Bonds. Without prejudice to the obligations of the proxies named in any form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only the first named of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders.
(r) A meeting of the holders of Bonds shall, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution, namely:
(i) power to agree to any proposal by Canada for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the holders of the Bonds against Canada under such Bonds;
(ii) power to agree to any proposal by Canada for the exchange or substitution for such Bonds of, or conversion of such Bonds into, other obligations or securities of Canada;
(iii) power to agree to any modification of or amendment to this Agreement or the terms of such Bonds proposed by Canada; provided that, without the consent of the Registrar, no modification or amendment shall affect the rights, responsibilities, duties or immunities of the Registrar;
(iv) power to direct or authorise the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or such Bonds in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(v) power to waive and direct the Registrar to waive any default on the part of Canada in complying with any provisions of this Agreement or the Bonds or to waive and direct the Registrar to waive future compliance with any provisions of this Agreement or the Bonds;
(vi) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of the Bonds; and
(vii) power to appoint any persons (whether holders of the Bonds or not) as a committee or committees to represent the interests of the holders of the Bonds and to confer upon such committee or committees any powers or discretions which the holders of the Bonds could themselves exercise by Extraordinary Resolution; provided, however, that the special quorum provisions contained in Subsections 14(h)(i) and 14(i) hereof and the Required Percentage set out in Subsection 14(s)(i) hereof shall apply in relation to any Extraordinary Resolution for the purpose of making modification of the provisions contained in the Bonds which:
(A) changes the stated maturity of such Bonds or changes any interest or principal payment date of such Bonds; or
(B) reduces or cancels the principal amount of such Bonds; or
(C) changes the rate of interest payable in respect of such Bonds; or
(D) changes the currency or place of any payment in respect of such Bonds is to be made; or
(E) modifies the provisions contained in this Section 14 concerning the quorum required at any meeting of the holders of the Bonds or any adjournment thereof or concerning the percentage required to pass an Extraordinary Resolution; or
(F) impairs the right to institute suit for the enforcement of any payment on or with respect to any of such Bonds; or
(G) reduces the percentage of the principal amount of such Bonds required to waive any future compliance or past default; or
(H) reduces the amount of principal payable upon acceleration of the maturity of such Bonds; or
(I) permits early redemption of such bonds or, if early redemption is already permitted, sets a redemption date earlier than the date previously specified or reduces the redemption price; or
(J) changes the definition of “outstanding” with respect to such bonds; or
(K) changes Canada’s obligation to pay Additional Amounts; or
(L) changes the governing law provision of such bonds; or
(M) in connection with an exchange offer for such bonds, amends any event of default under such bonds; or
(N) changes the status of such bonds as described in the third paragraph of the Global Bond; or
(O) amends this proviso in any manner.the
Appears in 1 contract
Samples: Fiscal Agency Agreement (Canada)
