PROVISIONS FOR MEETINGS OF NOTEHOLDERS. DEFINITIONS
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 1. (a) As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 1 DEFINITIONS voting certificate means an English language certificate issued by a Paying Agent and dated in which it is stated that the bearer of the voting certificate is entitled to attend and vote at the meeting and any adjourned meeting in respect of the Notes represented by the certificate; block voting instruction means an English language document issued by a Paying Agent and dated which:
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 1. (a) The provisions of this Schedule 5 are subject to the provisions of Condition 14 (Meetings of Noteholders and modification), Inwit’s by-laws (statuto) in force from time to time and, in any event, to mandatory provisions of Italian law as amended from time to time.
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. At least 21 clear days' notice specifying the place, day and hour of the meeting shall be given to the Noteholders in the manner provided in Condition 11. The notice, which shall be in the English language, shall state generally the nature of the business to be transacted at the meeting and, in the case of an Extraordinary Resolution only, shall specify the terms of the Extraordinary Resolution to be proposed. The notice shall include statements as to the manner in which Noteholders may arrange for voting certificates or block voting instructions to be issued. A copy of the notice shall be sent by post to the Issuer (unless the meeting is convened by the Issuer).
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. Interpretation
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 1 In this Schedule:
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 1 The provisions of this Schedule are subject to the mandatory provisions of Italian law (including, without limitation, those set out in Legislative Decree No. 58 of 24 February 1998, as amended from time to time (the Italian Financial Act)) and the Issuer’s by-laws in force from time to time. As used in this Schedule, the following expressions shall have the following meanings, unless the context otherwise requires:
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 1. The Issuer may at any time convene a meeting of all Noteholders or holders of any Series of Notes upon at least 21 days’ prior written notice to such Noteholders and to the Central Securities Depository. This notice is required to be given in terms of Condition 19. Such notice shall specify the date, place and time of the meeting to be held, which place shall be in the Republic of South Africa.
2. Every director or duly appointed representative of the Issuer may attend and speak at a meeting of Noteholders, but shall not be entitled to vote, other than as a proxy or representative of a Noteholder.
3. Noteholders holding not less than 10% (ten per cent) in Nominal Amount of the outstanding Notes or Series of Notes shall be able to request the Issuer to convene a meeting of Noteholders. Should the Issuer fail to requisition such a meeting within 10 days of such a request being received by the Issuer, the Noteholders requesting such a meeting may convene such meeting.
4. A Noteholder may by an instrument in writing (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation, appoint any person (a “proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of the Noteholders.
5. Any Noteholder which is a corporation may by resolution of its directors or other governing body authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of the Noteholders.
6. Any proxy or representative appointed shall, so long as the appointment remains in force, be deemed for all purposes in connection with any meeting or proposed meeting of the Noteholder specified in the appointment, to be the holder of the Notes to which the appointment relates and the holder of the notes shall be deemed for such purposes not to be the holder.
7. The chairman of the meeting shall be appointed by the Issuer. The procedures to be followed at the meeting shall be as determined by the chairman subject to the remaining provisions of Condition 19. Should the Noteholder requisition a meeting, and the Issuer fail to call such a meeting within 10 days of the requisition, then the chairman of the meeting held at the instance of the Noteholders shall be selected by a majority of Noteholders present in person, by representative or by proxy.
8. At any such meeting one or more Notehol...
PROVISIONS FOR MEETINGS OF NOTEHOLDERS. 52 Signatories............................. ............... 58 D7 DENTSPLY INTERNATIONAL INC. Euro 350,000,000 5.75 per cent. Notes due 2006 AGENCY AGREEMENT THIS AGREEMENT is dated 13th December, 2001 and made BETWEEN:
