Meetings of Securityholders. The Agency Agreement contains provisions for convening meetings of Securityholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. All meetings of holders of Securities will be held in accordance with applicable provisions of Italian law in force at the time. In accordance with Article 2415 of the Italian Civil Code, the meeting of Securityholders is empowered to resolve upon the following matters: (i) the appointment and revocation of a joint representative (rappresentante comune) of the Securityholders; (ii) any amendment to these Conditions; (iii) motions for composition with creditors (concordato) of the relevant Issuer; (iv) establishment of a fund for the expenses necessary for the protection of the common interests of the Securityholders and the related statements of account; and (v) on any other matter of common interest to the Securityholders . Such a meeting may be convened by the Board of Directors of the Issuer or by the joint representative of the Securityholders when the Board of Directors or the joint representative, as the case may be, deems it necessary or appropriate, and such a meeting shall be convened when a request is made by the Securityholders holding not less than 5 per cent. in principal amount of the Securities for the time being outstanding, in each case in accordance with Article 2415 of the Italian Civil Code. The constitution of meetings and the validity of resolutions thereof shall be governed pursuant to the provision of Italian laws (including, without limitation, Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Law on Finance”) and the Issuer’s by-laws in force from time to time. Italian law currently provides that (subject as provided below) at any such meeting, (i) in the case of a sole call meeting, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, or (ii) in case of a multiple call meeting (a) in the case of a first meeting, one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (b) in the case of a second meeting following adjournment of the first meeting for want of quorum, one or more persons present holding Securities or representing in the aggregate more than one-third of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (c) in the case of a third meeting, or any subsequent meeting following a further adjournment for want of quorum, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, shall form a quorum for the transaction of business and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of the relevant business. The majority required at any such meeting under (i) and (ii) above (including any adjourned meetings, if applicable) for passing an Extraordinary Resolution shall (subject as provided below) be at least two-thirds of the aggregate nominal amount of Securities represented at the meeting, provided that at any meeting the business of which includes a modification to these Conditions as provided under Article 2415, paragraph 1, item 2 of the Italian Civil Code (including, for the avoidance of doubt, (a) any reduction or cancellation of the amount payable or, where applicable, modification of the method of calculating the amount payable or modification of the date of maturity or redemption or any date for payment of interest or, where applicable, of the method of calculating the date of payment in respect of any principal or interest in respect of the Securities, and (b) any alteration of the currency in which payments under the Securities are to be made or the denomination of the Securities), the majority required to pass the requisite Extraordinary Resolution shall be the higher of (i) one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding and (ii) one or more persons present holding Securities or representing in the aggregate not less than two thirds of the Securities represented at the meeting pursuant to paragraph 3 of Article 2415 of the Italian Civil Code, provided that the Issuer's by-laws may in each case (to the extent permitted under applicable Italian law) provide for higher majorities. The Securities shall not entitle the Issuer to participate and vote in the Securityholders’ meetings. Directors and statutory auditors of the Issuer shall be entitled to attend the Securityholders’ meetings. The resolutions validly adopted in meetings are binding on Securityholders whether present or not. The agreement or approval of the Securityholders shall not be required in the case of any variation of these Conditions made pursuant to Condition 4(d) or any variation of these Conditions required to be made in the circumstances described in Condition 6.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Meetings of Securityholders. The Agency Agreement contains provisions for convening meetings of Securityholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. All meetings of holders of Securities will be held in accordance with applicable provisions of Italian law in force at the time. In accordance with Article 2415 of the Italian Civil Code, the meeting of Securityholders is empowered to resolve upon the following matters: (i) the appointment and revocation of a joint representative (rappresentante comune) of the Securityholders; (ii) any amendment to these Conditions; (iii) motions for composition with creditors (concordato) of the relevant Issuer; (iv) establishment of a fund for the expenses necessary for the protection of the common interests of the Securityholders and the related statements of account; and (v) on any other matter of common interest to the Securityholders . Such a meeting may be convened by the Board of Directors of the Issuer or by the joint representative of the Securityholders when the Board of Directors or the joint representative, as the case may be, deems it necessary or appropriate, and such a meeting shall be convened when a request is made by the Securityholders holding not less than 5 per cent. in principal amount of the Securities for the time being outstanding, in each case in accordance with Article 2415 of the Italian Civil Code. The constitution of meetings and the validity of resolutions thereof shall be governed pursuant to the provision of Italian laws (including, without limitation, Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Law on Finance”) and the Issuer’s by-laws in force from time to time. Italian law currently provides that (subject as provided below) at any such meeting, (i) in the case of a sole call meeting, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, or (ii) in case of a multiple call meeting (a) in the case of a first meeting, one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (b) in the case of a second meeting following adjournment of the first meeting for want of quorum, one or more persons present holding Securities or representing in the aggregate more than one-third of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (c) in the case of a third meeting, or any subsequent meeting following a further adjournment for want of quorum, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-by- laws, shall form a quorum for the transaction of business and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of the relevant business. The majority required at any such meeting under (i) and (ii) above (including any adjourned meetings, if applicable) for passing an Extraordinary Resolution shall (subject as provided below) be at least two-thirds of the aggregate nominal amount of Securities represented at the meeting, provided that at any meeting the business of which includes a modification to these Conditions as provided under Article 2415, paragraph 1, item 2 of the Italian Civil Code (including, for the avoidance of doubt, (a) any reduction or cancellation of the amount payable or, where applicable, modification of the method of calculating the amount payable or modification of the date of maturity or redemption or any date for payment of interest or, where applicable, of the method of calculating the date of payment in respect of any principal or interest in respect of the Securities, and (b) any alteration of the currency in which payments under the Securities are to be made or the denomination of the Securities), the majority required to pass the requisite Extraordinary Resolution shall be the higher of (i) one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding and (ii) one or more persons present holding Securities or representing in the aggregate not less than two thirds of the Securities represented at the meeting pursuant to paragraph 3 of Article 2415 of the Italian Civil Code, provided that the Issuer's by-laws may in each case (to the extent permitted under applicable Italian law) provide for higher majorities. The Securities shall not entitle the Issuer to participate and vote in the Securityholders’ meetings. Directors and statutory auditors of the Issuer shall be entitled to attend the Securityholders’ meetings. The resolutions validly adopted in meetings are binding on Securityholders whether present or not. The agreement or approval of the Securityholders shall not be required in the case of any variation of these Conditions made pursuant to Condition 4(d) or any variation of these Conditions required to be made in the circumstances described in Condition 6.
Appears in 1 contract
Samples: Agency Agreement
Meetings of Securityholders. The Agency Agreement contains provisions for convening meetings of Securityholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. All meetings of holders of Securities will be held in accordance with applicable provisions of Italian law in force at the time. In accordance with Article 2415 of the Italian Civil Code, the meeting of Securityholders is empowered to resolve upon the following matters: (i) the appointment and revocation of a joint representative (rappresentante comune) of the Securityholders; (ii) any amendment to these Conditions; (iii) motions for composition with creditors (concordato) of the relevant Issuer; (iv) establishment of a fund for the expenses necessary for the protection of the common interests of the Securityholders and the related statements of account; and (v) on any other matter of common interest to the Securityholders . Such a meeting may be convened by the Board of Directors of the Issuer or by the joint representative of the Securityholders when the Board of Directors or the joint representative, as the case may be, deems it necessary or appropriate, and such a meeting shall be convened when a request is made by the Securityholders holding not less than 5 per cent. in principal amount of the Securities for the time being outstanding, in each case in accordance with Article 2415 of the Italian Civil Code. The constitution of meetings and the validity of resolutions thereof shall be governed pursuant to the provision of Italian laws (including, without limitation, Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Law on Finance”) and the Issuer’s by-laws in force from time to time. Italian law currently provides that (subject as provided below) at any such meeting, (i) in the case of a sole call meeting, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, or (ii) in case of a multiple call meeting (a) in the case of a first meeting, one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (b) in the case of a second meeting following adjournment of the first meeting for want of quorum, one or more persons present holding Securities or representing in the aggregate more than one-third of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, (c) in the case of a third meeting, or any subsequent meeting following a further adjournment for want of quorum, one or more persons present holding Securities or representing in the aggregate at least one-fifth of the aggregate nominal amount of the Securities for the time being outstanding or such other majority as may be provided for in the Issuer’s by-laws, shall form a quorum for the transaction of business and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of the relevant business. The majority required at any such meeting under (i) and (ii) above (including any adjourned meetings, if applicable) for passing an Extraordinary Resolution shall (subject as provided below) be at least two-thirds of the aggregate nominal amount of Securities represented at the meeting, provided that at any meeting the business of which includes a modification to these Conditions as provided under Article 2415, paragraph 1, item 2 of the Italian Civil Code (including, for the avoidance of doubt, (a) any reduction or cancellation of the amount payable or, where applicable, modification of the method of calculating the amount payable or modification of the date of maturity or redemption or any date for payment of interest or, where applicable, of the method of calculating the date of payment in respect of any principal or interest in respect of the Securities, and (b) any alteration of the currency in which payments under the Securities are to be made or the denomination of the Securities), the majority required to pass the requisite Extraordinary Resolution shall be the higher of (i) one or more persons present holding Securities or representing in the aggregate not less than one-half of the aggregate nominal amount of the Securities for the time being outstanding and (ii) one or more persons present holding Securities or representing in the aggregate not less than two thirds of the Securities represented at the meeting pursuant to paragraph 3 of Article 2415 of the Italian Civil Code, provided that the Issuer's by-laws may in each case (to the extent permitted under applicable Italian law) provide for higher majorities. The Securities shall not entitle the Issuer to participate and vote in the Securityholders’ meetings. Directors and statutory auditors of the Issuer shall be entitled to attend the Securityholders’ meetings. The resolutions validly adopted in meetings are binding on Securityholders whether present or not. The agreement or approval of the Securityholders shall not be required in the case of any variation of these Conditions made pursuant to Condition 4(d) or any variation of these Conditions required to be made in the circumstances described in Condition 6.,
Appears in 1 contract
Samples: Agency Agreement
