Meetings of Holders of Notes. (1) The Fiscal Agent shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the beneficial holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the Fiscal Agent. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal Agent, or any other person authorized for such purpose by the Fiscal Agent or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the Fiscal Agent, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the Fiscal Agent by their respective officers, directors and representatives, and the legal advisors of the Issuer and the Fiscal Agent may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 13 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ ' notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “"Notices” " in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the ~~Register,~~ Register shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ ' notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “"Extraordinary Resolution” " when used in this Agreement shall include an instrument so signed. (12) The term “"Extraordinary Resolution” " means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than ~~66 2/3~~662/3% in principal amount of the outstanding Notes. (13) Minutes of all resolutions and proceedings at every meeting of holders of Notes held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of the Issuer and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the holders of Notes, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (14) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of holders of Notes shall be binding upon all the holders of Notes, whether present at or absent from such meeting, and every instrument in writing signed by holders of Notes in accordance with Section 14(11) shall be binding upon all the holders of Notes (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution. (15) The Registrar, or the Issuer with the approval of the Registrar, may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (a) for the deposit of instruments appointing proxies at such place as the Registrar, the Issuer or the holders of Notes convening a meeting, as the case may be, may in the notice convening such meeting direct; (b) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to the Issuer or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of holders of Notes shall be the holders thereof or their duly appointed proxies. (16) The powers and any combination of the powers in this Agreement stated to be exercisable by the holders of Notes by Extraordinary Resolution may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the holders of Notes to exercise such power or powers or combination of powers then or any power or powers or combination of powers thereafter from time to time.

Appears in 3 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the beneficial holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in ~~New York~~ Montreal or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ CAN$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ CAN$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the ~~Fiscal Agent~~Registrar, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the ~~Fiscal Agent~~Registrar; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; ~~and~~and ; (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the ~~Fiscal Agent~~Registrar, alter the rights, duties, protections, indemnities or immunities of the ~~Fiscal Agent~~Registrar. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the beneficial holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in ~~New York~~ Montréal or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by ~~post~~ mail to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ CAN$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ CAN$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the ~~Fiscal Agent~~Registrar, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the ~~Fiscal Agent~~Registrar; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; ~~and~~and ; (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the ~~Fiscal Agent~~Registrar, alter the rights, duties, protections, indemnities or immunities of the ~~Fiscal Agent~~Registrar. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The Fiscal Agent shall, on receipt of a written request of ~~the Issuer~~ Hydro-Québec or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by ~~the Issuer~~ Hydro-Québec or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, ~~the Issuer~~ Hydro-Québec or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, New York or such other place as may be approved or determined by the Fiscal Agent. (2) At least 21 days’ notice of any meeting shall be given to the holders of ~~the~~ Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under the heading “Notices” in the ~~terms~~ Terms and ~~conditions~~ Conditions of the ~~Notes,~~ Notes and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by itthe Fiscal Agent, ~~and~~ to ~~the Issuer,~~ Hydro-Québec unless the meeting has been called by Hydro-Québec and to the ~~Issuer~~Guarantor. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours ~~prior to~~ before the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or ~~the Issuer~~ Hydro-Québec or (ii) in the case of Notes being represented by ~~the~~ a Global ~~Notes~~Note, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings ~~to the holder of a Global Note~~ shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in ~~the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of ~~the Issuer~~Hydro-Québec, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of ~~the~~ Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. (4) ~~Some~~ A person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose ~~some~~ a person present to be chairman, and, failing such choice, ~~the Issuer~~ Hydro-Québec may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of ~~two~~ one or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next ~~such~~ business day ~~following~~ thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than ~~seven~~ 7 days’ notice shall be given in the manner provided above. At any adjourned meeting called by ~~the Issuer~~ Hydro-Québec or the Fiscal ~~Agent, two~~ Agent one or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In On a ~~poll,~~ poll each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ US$1,000, or its equivalent, principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ US$1,000, or its equivalent, principal amount of Notes of which they are joint holders. (9) ~~The Issuer and~~ Hydro-Québec, the Fiscal Agent and the Guarantor, by their respective officers, directors and representatives, and the legal advisors of ~~the Issuer and~~ Hydro-Québec, the Fiscal Agent and the Guarantor, may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 ~~(Amendments)~~hereof, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal AgentHydro-Québec; (b) power to direct or authorize the Fiscal Agent to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Fiscal Agent to waive any default on the part of ~~the Issuer~~ Hydro-Québec in complying with any provisions of this Agreement or the Notes or to waive and direct the Fiscal Agent to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment ~~date(s)~~ date of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such ~~Note~~Note or the Guarantee; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 ~~2/3%~~ 2/3 percent of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more ~~counterparts,~~ counterparts and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Hydro Quebec), Fiscal Agency Agreement (Hydro Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such ~~meeting,~~ meeting and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent. (11)~~ . All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) ~~The Fiscal Agent shall~~In this Section 16 all references to “Notes” and “registered holders of Notes” shall be to the Notes or to the Notes of the relevant series, as the case may be, and the registered holders of the Notes or of the Notes of such series, as the case may be, and the term “outstanding” means, in relation to any Notes, all such Notes other than: (a) those which have been redeemed in full or purchased and cancelled; (b) 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 applicable 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); (c) those which have become void or claims in respect of which have become prescribed under the terms thereof; (d) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued pursuant to the terms thereof; (e) those Notes which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Notes have been issued pursuant to the terms thereof; (f) any Global Note to the extent that it has been exchanged for Certificated Notes; and (g) unless and until ceasing to be so held, Notes which are held by, or are held on ~~receipt~~ behalf of, Canada and not cancelled. (2) A registered holder of a ~~written request~~ Note may by an instrument in writing in the form for the time being available from the applicable Registrar at its Corporate Trust Office (hereinafter called a “form of proxy”) signed by such registered holder (or, in the case of joint registered 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 ~~Issuer~~ corporation and delivered to such 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 ~~written request signed~~ “proxy”) to attend and act on his or its behalf in ~~one~~ connection with any meeting or ~~more counterparts by~~ proposed meeting of the ~~beneficial~~ registered holders of Notes. (3) Any registered holder of a Note 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 applicable 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 registered holders of the Notes. (4) Any proxy appointed pursuant to subsection 16(2) or representative appointed pursuant to subsection 16(3) shall for so long as such appointment remains in force (and the relevant Notes remain registered in the name of the appointor), be deemed for all purposes in connection with any meeting or proposed meeting of the registered holders of Notes specified in such appointment, to be the registered holder of the Notes to which such appointment relates and the registered holder of the Notes shall be deemed for such purposes not to be the registered holder. (5) Canada shall upon a request in writing from registered holders of Notes of any series holding not less than 10% of the aggregate principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such ~~meeting~~series then outstanding, convene or cause to be convened a meeting of the registered holders of Notes of such series. Canada may also at any time convene or cause to be convened a meeting of the registered holders of Notes or a series of Notes for any lawful ~~purpose affecting their interests~~purpose. ~~If the Fiscal Agent fails~~ Whenever Canada is about to convene or cause to be convened any such meeting it shall forthwith give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in ~~New York or such other place as may be approved or determined by the Fiscal Agent. (2) At least 21 days’ notice of any meeting shall be given~~ writing to the ~~holders~~ applicable Registrar of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, ~~time,~~ time and place thereof and ~~purpose~~ of the ~~meeting and the general~~ nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit . Every such Notes with the Fiscal Agent, or any other person authorized for such purpose by the Fiscal Agent or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, meeting shall be ~~entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed~~ held at such ~~meeting or any other provisions~~time and place as the applicable Registrar may approve. (36) A ~~holder of Notes may appoint any~~ person ~~by instrument in writing as~~ (who may, but need not, be the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the registered holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4Note) ~~Some person, who need not be a holder of Notes,~~ nominated in writing by ~~the Fiscal Agent~~ Canada shall be the chairman ~~of the meeting and~~ at every meeting, but if no ~~person~~ such nomination is ~~so nominated~~ made or if at any meeting the person so nominated is not present within 15 minutes from the time fixed for the holding of ~~the~~ such meeting, the registered holders of the relevant Notes present in may appoint another such person ~~or by proxy shall choose some person present~~ to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the Fiscal Agent, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of ~~any~~ a reconvened meeting ~~at which a quorum~~ need not be the same person who was chairman of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribeoriginal meeting. (7) ~~Every motion or question submitted to a~~ 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 ~~decided~~ given to the registered holders of the relevant Notes. If someone gives such notice other than the applicable Registrar, a copy of the notice shall be given to the applicable Registrar. Such notice shall include, inter alia, statements to the effect that the registered holders of the relevant Notes may appoint proxies by ~~Extraordinary Resolution (as hereinafter defined)~~ executing and delivering a form of proxy in the ~~first place by~~ English language to the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive specified office of the ~~fact. On any question submitted to a~~ applicable Registrar until 48 hours before the time fixed for the meeting ~~when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting~~ or, in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of ~~Notes held jointly~~corporations, ~~any one~~ 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 applicable Registrar not later than 48 hours before the time fixed for the meeting. All written notices to a Depositary of meetings shall contain a requirement that such Depositary or Common Safekeeper, as the case may be, must notify clearing system participants and, if known, beneficial owners of the ~~joint holders present in person or by proxy may vote in the absence~~ relevant Notes of the ~~other or others; but~~ meeting in case more than one of them is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the Fiscal Agent by their respective officers, directors and representatives, and the legal advisors of the Issuer and the Fiscal Agent may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised accordance with procedures established from time to time by ~~Extraordinary Resolution~~such clearing systems. The registered holders of the relevant Notes 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 the relevant Notes. (8) At any meeting of the registered holders of Notes or Notes of any series, one or more persons present and holding, or being proxies or representatives and holding or representing, at least: (a) ~~power~~ in the case of a meeting convened to ~~confirm~~ consider an Extraordinary Resolution to make any ~~modification or amendment of this Agreement or~~ such alteration as set forth to in the ~~terms and conditions of the Notes proposed by the Issuer~~proviso to subsection 16(18), 75%; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent;and (b) ~~power~~ in the case of a meeting convened to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or consider any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes., 50%,

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Canada), Fiscal Agency Agreement (Canada)

Meetings of Holders of Notes. (1a) The Fiscal Agent shall, on receipt of a written request of ~~the Issuer~~ Hydro-Québec or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by ~~the Issuer~~ Hydro-Québec or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, ~~the Issuer~~ Hydro-Québec or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by the Fiscal Agent. (2b) At least 21 days’ ' notice of any meeting shall be given to the holders of ~~the~~ Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “the heading "Notices” " in the ~~terms and conditions of the Notes,~~ Notes and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by it, and to ~~the Issuer~~Hydro-Québec, unless the meeting has been called by Hydro-Québec, and to the ~~Issuer~~Guarantor. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or ~~the Issuer~~ Hydro-Québec or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3c) A holder of Notes may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that ~~the Clearing Systems~~ DTC must notify ~~Clearing Systems~~ DTC participants and, if known, owners of beneficial interests in the ~~Global~~ Notes of the meeting in accordance with procedures established from time to time by ~~the Clearing Systems~~DTC. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from ~~the Clearing Systems~~ DTC participants or, if known, from the owners of beneficial interests in the ~~Global~~ Notes in accordance with the applicable procedure of ~~the Clearing Systems~~DTC. For greater certainty, it is acknowledged that none of ~~the Issuer~~Hydro-Québec, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of ~~the Clearing Systems~~ DTC but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of ~~the~~ Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4d) ~~Some~~ A person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of ~~the~~ Notes present in person or by proxy shall choose ~~some~~ a person present to be chairman, and, failing such choice, ~~the Issuer~~ Hydro-Québec may appoint a chairman. (5e) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next ~~such~~ business day ~~following~~ thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ ' notice shall be given in the manner provided above. At any adjourned meeting called by ~~the Issuer~~ Hydro-Québec or the Fiscal ~~Agent,~~ Agent two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6f) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as ~~hereinafter defined~~defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (~~8) In~~ h) On a ~~poll,~~ poll each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ US$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ US$1,000 principal amount of Notes of which they are joint holders. (9i) ~~The Issuer~~ Hydro-Québec, the Guarantor and the Fiscal Agent by their respective officers, directors and representatives, and the legal advisors of Hydro-Québec, the ~~Issuer~~ Guarantor and the Fiscal Agent may attend any meeting of the holders of Notes, but shall have no vote as such. (10j) Subject to Section ~~16 (Amendments)~~18, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (ai) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal AgentHydro-Québec; (bii) power to direct or authorize the Fiscal Agent to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ciii) power to waive and direct the Fiscal Agent to waive any default on the part of ~~the Issuer~~ Hydro-Québec in complying with any provisions of this Agreement or the Notes or to waive and direct the Fiscal Agent to waive future compliance with any provision or provisions of this Agreement or the Notes; and (div) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the ~~stated maturity~~ Stated Maturity or ~~interest payment date(s~~Interest Payment Date(s) of any such Note; (iib) reduce the ~~principal amount~~ Principal Amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such ~~Note~~Note or the Guarantee; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11k) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more ~~counterparts,~~ counterparts and the expression “"Extraordinary Resolution” " when used in this Agreement shall include an instrument so signed. (12l) The term “"Extraordinary Resolution” " means a resolution proposed to be passed at a meeting of holders of ~~the~~ Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than ~~66 2/3~~662/3% in of the aggregate principal amount of the outstanding Notes. (m) Minutes of all resolutions and proceedings at every meeting of holders of Notes held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of Hydro-Québec and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the holders of Notes, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (n) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of holders of Notes shall be binding upon all the holders of Notes, whether present at or absent from such meeting, and every instrument in writing signed by holders of Notes in accordance with Section 7(k) shall be binding upon all the holders of Notes (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (o) The Fiscal Agent, or Hydro-Québec with the approval of the Fiscal Agent, may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, Hydro-Québec or the holders of Notes convening a meeting, as the case may be, may in the notice convening such meeting direct; (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or sent by any other means of recorded communication before the meeting to Hydro-Québec or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of holders of Notes shall be the holders thereof or their duly appointed proxies. (p) The powers and any combination of the powers in this Agreement stated to be exercisable by the holders of Notes by Extraordinary Resolution may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the holders of Notes to exercise such power or powers or combination of powers then or any power or powers or combination of powers thereafter from time to time.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Hydro Quebec)

Meetings of Holders of Notes. (1) The Fiscal Agent shall, on receipt of a written request of ~~the Issuer~~ Hydro-Québec or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by ~~the Issuer~~ Hydro-Québec or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, ~~the Issuer~~ Hydro-Québec or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, New York or such other place as may be approved or determined by the Fiscal Agent. (2) At least 21 days’ ' notice of any meeting shall be given to the holders of ~~the~~ Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “the heading "Notices” " in the ~~terms~~ Terms and ~~conditions~~ Conditions of the ~~Notes,~~ Notes and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by itthe Fiscal Agent, ~~and~~ to ~~the Issuer~~Hydro-Québec, unless the meeting has been called by Hydro-Québec, and to the ~~Issuer~~Guarantor. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours ~~prior to~~ before the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or ~~the Issuer~~ Hydro-Québec or (ii) in the case of Notes being represented by ~~the~~ a Global ~~Notes~~Note, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings ~~to the holder of a Global Note~~ shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by ~~the~~ such Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in ~~the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of ~~the Issuer~~Hydro-Québec, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of ~~the~~ Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (3) A holder of Notes may appoint any person by instrument in writing as the holder's proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. (4) ~~Some~~ A person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose ~~some~~ a person present to be chairman, and, failing such choice, ~~the Issuer~~ Hydro-Québec may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next ~~such~~ business day ~~following~~ thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than ~~seven~~ 7 days’ ' notice shall be given in the manner provided above. At any adjourned meeting called by ~~the Issuer~~ Hydro-Québec or the Fiscal ~~Agent,~~ Agent two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In On a ~~poll,~~ poll each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ US$1,000, or its equivalent, principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ US$1,000, or its equivalent, principal amount of Notes of which they are joint holders. (9) ~~The Issuer and~~ Hydro-Québec, the Fiscal Agent and the Guarantor, by their respective officers, directors and representatives, and the legal advisors of ~~the Issuer and~~ Hydro-Québec, the Fiscal Agent and the Guarantor, may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 ~~(Amendments)~~hereof, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal AgentHydro-Québec; (b) power to direct or authorize the Fiscal Agent to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Fiscal Agent to waive any default on the part of ~~the Issuer~~ Hydro-Québec in complying with any provisions of this Agreement or the Notes or to waive and direct the Fiscal Agent to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes~~; provided,~~ . Provided however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment ~~date(s)~~ date of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such ~~Note~~Note or the Guarantee; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3%~~ 662/3 percent of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more ~~counterparts,~~ counterparts and the expression “"Extraordinary Resolution” " when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes."

Appears in 1 contract

Samples: Fiscal Agency Agreement (Hydro Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ ' notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “"Notices” " in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the ~~Register,~~ Register shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ ' notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ NZ$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ NZ$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~15, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “"Extraordinary Resolution” " when used in this Agreement shall include an instrument so signed. (12) The term “"Extraordinary Resolution” " means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than ~~66 2/3~~662/3% in principal amount of the outstanding Notes. (13) Minutes of all resolutions and proceedings at every meeting of holders of Notes held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of the Issuer and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the holders of Notes, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (14) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of holders of Notes shall be binding upon all the holders of Notes, whether present at or absent from such meeting, and every instrument in writing signed by holders of Notes in accordance with Section 13(11) shall be binding upon all the holders of Notes (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution. (15) The Registrar, or the Issuer with the approval of the Registrar, may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (a) for the deposit of instruments appointing proxies at such place as the Registrar, the Issuer or the holders of Notes convening a meeting, as the case may be, may in the notice convening such meeting direct; (b) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to the Issuer or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of holders of Notes shall be the holders thereof or their duly appointed proxies. (16) The powers and any combination of the powers in this Agreement stated to be exercisable by the holders of Notes by Extraordinary Resolution may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the holders of Notes to exercise such power or powers or combination of powers then or any power or powers or combination of powers thereafter from time to time.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial ~~interests~~ interest in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial ~~interests~~ interest in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. In this Section 16 all references to “Notes” and “registered holders of Notes” shall be to the Notes or to the Notes of the relevant series, as the case may be, and the registered holders of the Notes or of the Notes of such series, as the case may be. (1a) The Fiscal Agent ~~shall~~shall convene a meeting of the registered holders of the Notes, on or registered holders of any series of Notes, for any lawful purpose affecting their interests upon receipt of a written request of the ~~Issuer~~ Province or a written request signed in one or more counterparts by the ~~beneficial~~ registered holders of not less than 10% of the principal amount of the ~~Notes~~ Notes, or such series of Notes, then outstanding and upon being indemnified as to its reasonable satisfaction by the ~~Issuer~~ Province or the ~~beneficial~~ registered holders of Notes signing such ~~request~~ request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting~~, convene a meeting of the holders of Notes for any lawful purpose affecting their interests~~. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the ~~Issuer~~ Province or such ~~beneficial~~ registered holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in ~~New York~~ Toronto, Canada or such other place as may be approved or determined by the ~~Fiscal Agent~~Province. (2b) At least 21 days’ notice of any meeting shall be given to the registered holders of the ~~Global~~ Notes ~~or Certificated Notes, as the case may be,~~ in the manner provided pursuant to the ~~provisions under “Notices” in the~~ terms and conditions of the ~~Notes,~~ Notes and a copy thereof shall be sent by ~~post~~ prepaid courier to the Fiscal Agent unless the meeting has been called by itthe Fiscal Agent, and to the ~~Issuer~~Province, unless the meeting has been called by the ~~Issuer~~Province. Such notice shall state the ~~day,~~ time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours ~~prior to~~ before the time fixed for the meeting, (i) in the case of Notes issued in the form of Global Notes, those persons recorded in the Register, or (ii) in the limited circumstances in which ~~Certificated~~ Notes in definitive registered form have been issued, those registered holders of ~~Certificated~~ Notes who deposit ~~such~~ their Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or the ~~Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register~~Province, shall be entitled to obtain voting certificates for appointing ~~proxies~~proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3c) A registered holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Notes in respect of such meeting. All written notices to the Depositary of meetings ~~to the holder of a Global Note~~ shall contain a requirement that the ~~Clearing Systems~~ registered holders of Notes must notify ~~Clearing Systems~~ clearing system participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by ~~the Clearing Systems~~such clearing systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the ~~Clearing Systems~~ clearing system participants or, if known, from the beneficial owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereofNotes. (4d) ~~Some~~ A person, who need not be a registered holder of Notes, will be nominated in writing by the Fiscal Agent ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Notes present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, the ~~Issuer~~ Province may appoint a ~~chairman~~chairperson. (5e) At a meeting of registered holders of Notes, or registered holders of any series of Notes, as the case may be, a quorum shall consist of ~~two~~ one or more registered holders of Notes, or registered holders of Notes of such series, as the case may be, present in person or by proxy who represent at least a majority in ~~aggregate~~ principal amount of the Notes, or the Notes of such series, as the case may be, at the time outstanding. If a quorum of the registered holders of Notes, or registered holders of Notes of such series, as the case may be, shall not be present within ~~one-half~~ one‑half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Notes, or registered holders of Notes of such series, as the case may be, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman shall appoint~~ chairperson appoints some other ~~place~~place in Xxxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At ~~any~~ the adjourned meeting ~~called by the Issuer or the Fiscal Agent, two~~ one or more registered holders of Notes, or registered holders of Notes of such series, as the case may be, present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in ~~aggregate~~ principal amount of the Notes, or the Notes of such series, as the case may be, then outstanding. (6f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of Notes is present may, with the consent of the registered holder(s) of a majority ~~in aggregate~~ of principal amount of the Notes 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. (7g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as ~~hereinafter defined~~defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Notes acting in person or by proxy and holding at least 2% in ~~aggregate~~ principal amount of the Notes then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (~~8) In~~ h) On a poll, each registered holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ US$2,000 (or such other minimum denomination specified in the applicable Pricing Supplement) principal amount of Notes of which the person shall then ~~held by such holder~~be the registered holder (calculated on a pro rata basis for registered holders who hold Notes in integral multiples of US$1,000 in excess of US$2,000). A proxy need not be a registered holder of Notes. In the case of Notes 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 is be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ US$2,000 (or such other minimum denomination specified in the applicable Pricing Supplement) principal amount of Notes (or such greater amount of Notes that is not an integral multiple of US$2,000) of which they are joint registered holders. (9i) The ~~Issuer~~ Province and the Fiscal ~~Agent~~ Agent, by their ~~respective officers~~authorized representatives, ~~directors~~ officers and ~~representatives~~directors, and the financial and legal advisors of the ~~Issuer~~ Province and the Fiscal Agent may attend any meeting of the registered holders of Notes, but shall have no vote as such. (10j) ~~Subject~~ Except as set forth in Section 21 hereof, the registered holders of the Notes may consent by Extraordinary Resolution (as defined below) to ~~Section 16 (Amendments)~~any modification or amendment proposed by the Province to this Agreement and the Notes. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Notes, ~~in addition~~ whether present or not; however, no such modification or amendment to ~~all other powers conferred upon them by any other provision of~~ this Agreement or ~~by law~~the Notes shall, ~~holders~~ without the consent of ~~Notes at a meeting shall have~~ the ~~following powers, any one or combination~~ registered holder of ~~which may be exercised from time to time by Extraordinary Resolution:~~ each such Note affected thereby; (a) ~~power~~ change the Maturity Date of any Note or change any Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Note; (d) impair the right to ~~confirm~~ institute suit for the enforcement of any such payment on or with respect to such Note; (e) permit early redemption of such Notes or, if early redemption is already permitted, set a Redemption Date earlier than the date previously specified or reduce the Redemption Price; or (f) reduce the percentage of principal amount of Notes necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the ~~Notes proposed by the Issuer; provided that~~Notes, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce ~~the percentage of votes required for the taking of action or~~ the quorum required at any meeting of registered holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Ontario Province Of)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; ; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the ~~Register,~~ Register shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1a) The Fiscal Agent shall, on receipt of a written request of ~~the Issuer~~ Financement-Québec or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by ~~the Issuer~~ Financement-Québec or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, ~~the Issuer~~ Financement-Québec or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York or such other place as may be approved or determined by the Fiscal Agent. (2b) At least 21 days’ ' notice of any meeting shall be given to the holders of ~~the~~ Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “"Notices” " in the ~~terms and conditions of the Notes,~~ Notes and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by it, and to ~~the Issuer~~Financement-Québec, unless the meeting has been called by Financement-Québec, and to the ~~Issuer~~Guarantor. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or ~~the Issuer~~ Financement-Québec or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3c) A holder of Notes may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that ~~the Clearing Systems~~ DTC must notify ~~Clearing Systems~~ DTC participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by ~~the Clearing Systems~~DTC. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from ~~the Clearing Systems~~ DTC participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of ~~the Clearing Systems~~DTC. For greater certainty, it is acknowledged that none of ~~the Issuer~~Financement-Québec, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of ~~the Clearing Systems~~ DTC but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of ~~the~~ Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4d) Some person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of ~~the~~ Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, ~~the Issuer~~ Financement-Québec may appoint a chairman. (5e) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ ' notice shall be given in the manner provided above. At any adjourned meeting called by ~~the Issuer~~ Financement- Québec or the Fiscal ~~Agent,~~ Agent two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6f) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as ~~hereinafter defined~~defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (~~8) In~~ h) On a ~~poll,~~ poll each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is be present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9i) ~~The Issuer~~ Financement-Québec, the Guarantor and the Fiscal Agent by their respective officers, directors and representatives, and the legal advisors of Financement-Québec, the ~~Issuer~~ Guarantor and the Fiscal Agent may attend any meeting of the holders of Notes, but shall have no vote as such. (10j) Subject to Section ~~16 (Amendments)~~18, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (ai) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal AgentFinancement-Québec; (bii) power to direct or authorize the Fiscal Agent to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ciii) power to waive and direct the Fiscal Agent to waive any default on the part of ~~the Issuer~~ Financement-Québec in complying with any provisions of this Agreement or the Notes or to waive and direct the Fiscal Agent to waive future compliance with any provision or provisions of this Agreement or the Notes; and (div) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes~~; provided~~. Provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the ~~stated maturity~~ Stated Maturity or ~~interest payment date(s~~Interest Payment Date(s) of any such Note; (iib) reduce the ~~principal amount~~ Principal Amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such ~~Note~~Note or the guarantee of the Guarantor; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11k) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more ~~counterparts,~~ counterparts and the expression “"Extraordinary Resolution” " when used in this Agreement shall include an instrument so signed. (12l) The term “"Extraordinary Resolution” " means a resolution proposed to be passed at a meeting of holders of ~~the~~ Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than ~~66 2/3~~662/3% in principal amount of the outstanding Notes. (m) Minutes of all resolutions and proceedings at every meeting of holders of Notes held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of Financement-Québec and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the holders of Notes, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (n) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of holders of Notes shall be binding upon all the holders of Notes, whether present at or absent from such meeting, and every instrument in writing signed by holders of Notes in accordance with Section 7(k) shall be binding upon all the holders of Notes (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (o) The Fiscal Agent, or Financement-Québec with the approval of the Fiscal Agent, may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, Financement-Québec or the holders of Notes convening a meeting, as the case may be, may in the notice convening such meeting direct; (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to Financement-Québec or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of holders of Notes shall be the holders thereof or their duly appointed proxies. (p) The powers and any combination of the powers in this Agreement stated to be exercisable by the holders of Notes by Extraordinary Resolution may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the holders of Notes to exercise such power or powers or combination of powers then or any power or powers or combination of powers thereafter from time to time.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Financement Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the beneficial holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in ~~New York~~ Montréal or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by ~~post~~ mail to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ CAN$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ CAN$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the ~~Fiscal Agent~~Registrar, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the ~~Fiscal Agent~~Registrar; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; ~~and~~and ; (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the ~~Fiscal Agent~~Registrar, alter the rights, duties, protections, indemnities or immunities of the ~~Fiscal Agent~~Registrar. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The Fiscal Agent shall, on receipt of a written request of ~~the Issuer~~ Hydro-Québec or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by ~~the Issuer~~ Hydro-Québec or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, ~~the Issuer~~ Hydro-Québec or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, New York or such other place as may be approved or determined by the Fiscal Agent. (2) At least 21 days’ notice of any meeting shall be given to the holders of ~~the~~ Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under the heading “Notices” in the ~~terms~~ Terms and ~~conditions~~ Conditions of the ~~Notes,~~ Notes and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by itthe Fiscal Agent, ~~and~~ to ~~the Issuer,~~ Hydro-Québec unless the meeting has been called by Hydro-Québec and to the ~~Issuer~~Guarantor. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours ~~prior to~~ before the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or ~~the Issuer~~ Hydro-Québec or (ii) in the case of Notes being represented by ~~the~~ a Global ~~Notes~~Note, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings ~~to the holder of a Global Note~~ shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in ~~the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of ~~the Issuer~~Hydro-Québec, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of ~~the~~ Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. (4) ~~Some~~ A person, who need not be a holder of Notes, nominated in writing by the Fiscal Agent shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose ~~some~~ a person present to be chairman, and, failing such choice, ~~the Issuer~~ Hydro-Québec may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of ~~two~~ one or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next ~~such~~ business day ~~following~~ thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than ~~seven~~ 7 days’ notice shall be given in the manner provided above. At any adjourned meeting called by ~~the Issuer~~ Hydro-Québec or the Fiscal ~~Agent, two~~ Agent one or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In On a ~~poll,~~ poll each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ US$1,000, or its equivalent, principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ US$1,000, or its equivalent, principal amount of Notes of which they are joint holders. (9) ~~The Issuer and~~ Hydro-Québec, the Fiscal Agent and the Guarantor, by their respective officers, directors and representatives, and the legal advisors of ~~the Issuer and~~ Hydro-Québec, the Fiscal Agent and the Guarantor, may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 ~~(Amendments)~~hereof, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal AgentHydro-Québec; (b) power to direct or authorize the Fiscal Agent to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Fiscal Agent to waive any default on the part of ~~the Issuer~~ Hydro-Québec in complying with any provisions of this Agreement or the Notes or to waive and direct the Fiscal Agent to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment ~~date(s)~~ date of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such ~~Note~~Note or the Guarantee; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3%~~ 662/3 percent of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more ~~counterparts,~~ counterparts and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of ~~the~~ Notes duly convened for the purpose and held in accordance with the provisions of this ~~Agreement~~ Agreement, and passed by the affirmative vote of the holders of not less than ~~66 2/3%~~ 662/3 percent of the aggregate principal amount of ~~the~~ Notes represented at the meeting in person or by ~~proxy~~ proxy, or as an instrument in writing signed by the holders of not less than ~~66 2/3% in~~ 662/3 percent of the aggregate principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Hydro Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the beneficial holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its satisfaction by the Issuer or the beneficial holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity satisfactory to it, the Issuer or such beneficial holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section 16 (Amendments), in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the ~~Fiscal Agent~~Registrar, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the ~~Fiscal Agent~~Registrar; (b) power to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the ~~Fiscal Agent~~Registrar, alter the rights, duties, protections, indemnities or immunities of the ~~Fiscal Agent~~Registrar. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “Notices” in the terms and conditions of the Notes, and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent~~Registrar, or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, owners of beneficial interests in the Global Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint ~~a chairman.~~a (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise convened, the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent~~Registrar, two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In a poll, each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. (1) The ~~Fiscal Agent~~ Registrar shall, on receipt of a written request of the Issuer or a written request signed in one or more counterparts by the ~~beneficial~~ holders of not less than 10% of the principal amount of the Notes then outstanding and upon being indemnified to its reasonable satisfaction by the Issuer or the ~~beneficial~~ holders of Notes signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the holders of Notes for any lawful purpose affecting their interests. If the ~~Fiscal Agent~~ Registrar fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the Issuer or such ~~beneficial~~ holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in New York or such other place as may be approved or determined by the ~~Fiscal Agent~~Registrar. (2) At least 21 days’ ' notice of any meeting shall be given to the holders of the Global Notes or Certificated Notes, as the case may be, in the manner provided pursuant to the provisions under “"Notices” " in the terms and conditions of the ~~Notes,~~ Notes and a copy thereof shall be sent by post to the ~~Fiscal Agent~~ Registrar unless the meeting has been called by it, and to the Issuer, unless the meeting has been called by the Issuer. Such notice shall state the day, time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours prior to the time fixed for the meeting, (i) in the limited circumstances in which Certificated Notes have been issued, those holders of Certificated Notes who deposit such Notes with the ~~Fiscal Agent,~~ Registrar or any other person authorized for such purpose by the ~~Fiscal Agent~~ Registrar or the Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register, shall be entitled to obtain voting certificates for appointing proxies, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3) A holder of Notes may appoint any person by instrument in writing as the holder’s 's proxy in respect of a meeting of the holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the holder of Notes in respect of such meeting. All notices of meetings to the holder of a Global Note shall contain a requirement that the Clearing Systems must notify Clearing Systems participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by the Clearing Systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the Clearing Systems participants or, if known, from the beneficial owners of ~~beneficial interests in the Global~~ Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the ~~Fiscal Agent~~Registrar, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereof. (4) Some person, who need not be a holder of Notes, nominated in writing by the ~~Fiscal Agent~~ Registrar shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the holders of the Notes present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Issuer may appoint a chairman. (5) At a meeting of holders of Notes, a quorum shall consist of two or more holders of Notes present in person or by proxy who represent at least a majority in aggregate principal amount of the Notes at the time outstanding. If a quorum of the holders of Notes shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of holders of Notes, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman shall appoint some other place, day or time of which not less than seven days’ ' notice shall be given in the manner provided above. At any adjourned meeting called by the Issuer or the ~~Fiscal Agent,~~ Registrar two or more holders of Notes present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in aggregate principal amount of the Notes then outstanding. (6) The chairman of any meeting at which a quorum of the holders of Notes is present may, with the consent of the holder(s) of a majority in aggregate principal amount of the Notes 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. (7) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as hereinafter defined) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more holders of Notes acting in person or by proxy and holding at least 2% in aggregate principal amount of the Notes then outstanding, a poll shall be taken in such manner as the chairman shall direct. (8) In On a ~~poll,~~ poll each holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Notes then held by such holder. A proxy need not be a holder of Notes. In the case of Notes held jointly, any one of the joint 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 is be present in person or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Notes of which they are joint holders. (9) The Issuer and the ~~Fiscal Agent~~ Registrar by their respective officers, directors and representatives, and the legal advisors of the Issuer and the ~~Fiscal Agent~~ Registrar may attend any meeting of the holders of Notes, but shall have no vote as such. (10) Subject to Section ~~16 (Amendments)~~16, in addition to all other powers conferred upon them by any other provision of this Agreement or by law, holders of Notes at a meeting shall have the following powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution: (a) power to confirm any modification or amendment of this Agreement or the terms and conditions of the Notes proposed by the Issuer; provided that, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to direct or authorize the Registrar to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive and direct the Registrar to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive and direct the Registrar to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes~~; provided,~~ . Provided however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, ~~(a)~~ without the consent of the holder of each such Note affected thereby: (ia) change the stated maturity or interest payment date(s) of any such Note; (iib) reduce the principal amount of or rate of interest on any such Note; (~~iii~~c) change the currency of payment of any such Note; (ivd) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (ve) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce the percentage of votes required for the taking of action or the quorum required at any meeting of holders of Notes; or (vif) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default~~; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent~~. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more ~~counterparts,~~ counterparts and the expression “"Extraordinary Resolution” " when used in this Agreement shall include an instrument so signed. (12) The term “"Extraordinary Resolution” " means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than ~~66 2/3~~662/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than ~~66 2/3~~662/3% in principal amount of the outstanding Notes. (13) Minutes of all resolutions and proceedings at every meeting of holders of Notes held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of the Issuer and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the holders of Notes, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (14) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of holders of Notes shall be binding upon all the holders of Notes, whether present at or absent from such meeting, and every instrument in writing signed by holders of Notes in accordance with Section 14(11) shall be binding upon all the holders of Notes (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution. (15) The Registrar, or the Issuer with the approval of the Registrar, may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (a) for the deposit of instruments appointing proxies at such place as the Registrar, the Issuer or the holders of Notes convening a meeting, as the case may be, may in the notice convening such meeting direct; (b) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to the Issuer or to the Registrar at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of holders of Notes shall be the holders thereof or their duly appointed proxies. (16) The powers and any combination of the powers in this Agreement stated to be exercisable by the holders of Notes by Extraordinary Resolution may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the holders of Notes to exercise such power or powers or combination of powers then or any power or powers or combination of powers thereafter from time to time.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Meetings of Holders of Notes. In this Section 16 all references to “Notes” and “registered holders of Notes” shall be to the Notes or to the Notes of the relevant series, as the case may be, and the registered holders of the Notes or of the Notes of such series, as the case may be. (1a) The Fiscal Agent ~~shall~~shall convene a meeting of the registered holders of the Notes, on or registered holders of any series of Notes, for any lawful purpose affecting their interests upon receipt of a written request of the ~~Issuer~~ Province or a written request signed in one or more counterparts by the ~~beneficial~~ registered holders of not less than 10% of the principal amount of the ~~Notes~~ Notes, or such series of Notes, then outstanding and upon being indemnified as to its reasonable satisfaction by the ~~Issuer~~ Province or the ~~beneficial~~ registered holders of Notes signing such ~~request~~ request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting~~, convene a meeting of the holders of Notes for any lawful purpose affecting their interests~~. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and ~~indemnity satisfactory to it~~indemnity, the ~~Issuer~~ Province or such ~~beneficial~~ registered holders of Notes, as the case may be, may convene such meeting. Every such meeting shall be held in ~~New York~~ Toronto, Canada or such other place as may be approved or determined by the ~~Fiscal Agent~~Province. (2b) At least 21 days’ notice of any meeting shall be given to the registered holders of the ~~Global~~ Notes ~~or Certificated Notes, as the case may be,~~ in the manner provided pursuant to the ~~provisions under “Notices” in the~~ terms and conditions of the ~~Notes,~~ Notes and a copy thereof shall be sent by ~~post~~ prepaid courier to the Fiscal Agent unless the meeting has been called by itthe Fiscal Agent, and to the ~~Issuer~~Province, unless the meeting has been called by the ~~Issuer~~Province. Such notice shall state the ~~day,~~ time, place and purpose of the meeting and the general nature of the business to be transacted ~~thereat~~at the meeting, and shall include a statement to the effect that, prior to 48 hours ~~prior to~~ before the time fixed for the meeting, (i) in the case of Notes issued in the form of Global Notes, those persons recorded in the Register, or (ii) in the limited circumstances in which ~~Certificated~~ Notes in definitive registered form have been issued, those registered holders of ~~Certificated~~ Notes who deposit ~~such~~ their Notes with the Fiscal ~~Agent,~~ Agent or any other person authorized for such purpose by the Fiscal Agent or the ~~Issuer or (ii) in the case of Notes being represented by the Global Notes, those persons recorded in the Register~~Province, shall be entitled to obtain voting certificates for appointing ~~proxies~~proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (3c) A registered holder of Notes may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Notes or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Notes in respect of such meeting. All written notices to the Depositary of meetings ~~to the holder of a Global Note~~ shall contain a requirement that the ~~Clearing Systems~~ registered holders of Notes must notify ~~Clearing Systems~~ clearing system participants and, if known, beneficial owners of ~~beneficial interests in the Global~~ Notes of the meeting in accordance with procedures established from time to time by ~~the Clearing Systems~~such clearing systems. The registered holders of Notes shall seek voting instructions on the matters to be raised at such meeting from the ~~Clearing Systems~~ clearing system participants or, if known, from the beneficial owners of beneficial interests in the Global Notes in accordance with the applicable procedure of the Clearing Systems. For greater certainty, it is acknowledged that none of the Issuer, the Fiscal Agent, any clearing agency or any intermediary or participant shall be required to comply with the time limits set out in the applicable procedure of the Clearing Systems but shall use all reasonable efforts to otherwise comply with such procedure and attempt to provide non-registered holders of the Notes with meeting materials and voting rights as if such non-registered holders of Notes were registered holders thereofNotes. (4d) ~~Some~~ A person, who need not be a registered holder of Notes, will be nominated in writing by the Fiscal Agent ~~shall be chairman~~ as chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Notes present in person or by proxy shall choose some person present to be ~~chairman~~chairperson, ~~and,~~ and failing such choice, the ~~Issuer~~ Province may appoint a ~~chairman~~chairperson. (5e) At a meeting of registered holders of Notes, or registered holders of any series of Notes, as the case may be, a quorum shall consist of ~~two~~ one or more registered holders of Notes, or registered holders of Notes of such series, as the case may be, present in person or by proxy who represent at least a majority in ~~aggregate~~ principal amount of the Notes, or the Notes of such series, as the case may be, at the time outstanding. If a quorum of the registered holders of Notes, or registered holders of Notes of such series, as the case may be, shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Notes, or registered holders of Notes of such series, as the case may be, shall be dissolved, but if otherwise ~~convened,~~ convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the ~~chairman shall appoint~~ chairperson appoints some other ~~place~~place in Xxxxxxx, Xxxxxxx, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At ~~any~~ the adjourned meeting ~~called by the Issuer or the Fiscal Agent, two~~ one or more registered holders of Notes, or registered holders of Notes of such series, as the case may be, present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in ~~aggregate~~ principal amount of the Notes, or the Notes of such series, as the case may be, then outstanding. (6f) The ~~chairman~~ chairperson of any meeting at which a quorum of the registered holders of Notes is present may, with the consent of the registered holder(s) of a majority ~~in aggregate~~ of principal amount of the Notes 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. (7g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as ~~hereinafter defined~~defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the ~~chairman~~ chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the ~~chairman~~ chairperson or demanded by a show of hands by one or more registered holders of Notes acting in person or by proxy and holding at least 2% in ~~aggregate~~ principal amount of the Notes then outstanding, a poll shall be taken in such manner as the ~~chairman~~ chairperson shall direct. (~~8) In~~ h) On a poll, each registered holder of Notes present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each ~~U.S.$1,000~~ US$2,000 (or such other minimum denomination specified in the applicable Pricing Supplement) principal amount of Notes of which the person shall then ~~held by such holder~~be the registered holder (calculated on a pro rata basis for registered holders who hold Notes in integral multiples of US$1,000 in excess of US$2,000). A proxy need not be a registered holder of Notes. In the case of Notes 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 is be present in person or by proxy, only one of them may vote in respect of each ~~U.S.$1,000~~ US$2,000 (or such other minimum denomination specified in the applicable Pricing Supplement) principal amount of Notes (or such greater amount of Notes that is not an integral multiple of US$2,000) of which they are joint registered holders. (9i) The ~~Issuer~~ Province and the Fiscal ~~Agent~~ Agent, by their ~~respective officers~~authorized representatives, ~~directors~~ officers and ~~representatives~~directors, and the financial and legal advisors of the ~~Issuer~~ Province and the Fiscal Agent may attend any meeting of the registered holders of Notes, but shall have no vote as such. (10j) ~~Subject~~ Except as set forth in Section 21 hereof, the registered holders of the Notes may consent by Extraordinary Resolution (as defined below) to ~~Section 16 (Amendments)~~any modification or amendment proposed by the Province to this Agreement and the Notes. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Notes, ~~in addition~~ whether present or not; however, no such modification or amendment to ~~all other powers conferred upon them by any other provision of~~ this Agreement or ~~by law~~the Notes shall, ~~holders~~ without the consent of ~~Notes at a meeting shall have~~ the ~~following powers, any one or combination~~ registered holder of ~~which may be exercised from time to time by Extraordinary Resolution:~~ each such Note affected thereby; (a) ~~power~~ change the Maturity Date of any Note or change any Interest Payment Date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Note; (d) impair the right to ~~confirm~~ institute suit for the enforcement of any such payment on or with respect to such Note; (e) permit early redemption of such Notes or, if early redemption is already permitted, set a Redemption Date earlier than the date previously specified or reduce the Redemption Price; or (f) reduce the percentage of principal amount of Notes necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the ~~Notes proposed by the Issuer; provided that~~Notes, to the extent that such modification or amendment may affect the rights, duties, protections, indemnities and immunities of the Fiscal Agent, the Issuer shall not propose such modification or amendment and such power shall not be exercised, without the prior written consent of the Fiscal Agent; (b) power to exercise any power, right, remedy or authority given to it by this Agreement or the Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (c) power to waive any default on the part of the Issuer in complying with any provisions of this Agreement or the Notes or to waive future compliance with any provision or provisions of this Agreement or the Notes; and (d) power to repeal, modify or amend any Extraordinary Resolution previously passed by the holders of Notes; provided, however, that no such modification nor amendment to this Agreement or to the terms and conditions of the Notes or any other action taken may, (a) without the consent of the holder of each such Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii) reduce the principal amount of or rate of interest on any such Note; (iii) change the currency of payment of any such Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to such Note; (v) reduce the percentage of the holders of Notes necessary to modify or amend this Agreement or the terms and conditions of the Notes or reduce ~~the percentage of votes required for the taking of action or~~ the quorum required at any meeting of registered holders of Notes; or (vi) reduce the percentage of outstanding Notes necessary to waive any future compliance or past default; or (b) without the consent of the Fiscal Agent, alter the rights, duties, protections, indemnities or immunities of the Fiscal Agent. (11) All actions that may be taken and all powers that may be exercised by the holders of Notes at a meeting held as hereinbefore provided may also be taken and exercised by the holders of not less than 66 2/3% of the aggregate principal amount of the Notes at the time outstanding by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement shall include an instrument so signed. (12) The term “Extraordinary Resolution” means a resolution proposed to be passed at a meeting of holders of the Notes duly convened for the purpose and held in accordance with the provisions of this Agreement and passed by the affirmative vote of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes represented at the meeting in person or by proxy or as an instrument in writing signed by the holders of not less than 66 2/3% in principal amount of the outstanding Notes.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Ontario Province Of)

Common use of Meetings of Holders of Notes Clause in Contracts