Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 hereof, or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 hereof, (J) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or (K) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of Obligation” in the prospectus, as amended by any prospectus supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (K) of the preceding sentence is referred to herein as a “Reserved Matter.”
Appears in 2 contracts
Samples: Fiscal Agency Agreement (Republic of Colombia), Fiscal Agency Agreement (Republic of Colombia)
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic Mexico and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic Mexico is not permitted to redeem the Securities of such Series, or permit the Republic Mexico to redeem the Securities of such Series if, prior to such action, the Republic Mexico is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic Mexico to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic Mexico has submitted, the RepublicMexico’s obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 12 hereof, or the RepublicMexico’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 12 hereof, (J) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or (K) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of ObligationStatus” in the prospectus, as amended by any prospectus supplement and any pricing supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (K) of the preceding sentence is referred to herein as a “Reserved Matter.”
Appears in 1 contract
Reserved Matters. (a) Subject to any mandatory provisions of Russian law, the following decisions (“Reserved Matters”) shall require either (i) At any meeting the affirmative vote of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, seventy percent (70%) of the holders Shares entitled to vote on the matter at a general or extraordinary meeting of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, shareholders at which a quorum is represented or (ii) with the written consent affirmative vote of at least five (5) Directors:
(i) changes to the Charter or other Organizational Documents of the holders Company or the Subsidiaries (except where the equity contributions are required to be provided by operation of Section 3.4(c)(iv), in which case the necessary changes to the Charter should not less than 75% qualify as a Reserved Matter and each Shareholder shall vote its shares to authorize such change (to the extent required));
(ii) any proposal to wind up the Company or any Subsidiary or initiation of any other voluntary proceeding seeking liquidation or reorganization thereof;
(iii) any material change in the nature or scope of the aggregate principal amount Business;
(iv) any “major transaction” of the Securities Company or any Subsidiary as this term is defined under the JSC Law;
(v) any issuance of shares or securities convertible into shares, creation of any options to subscribe for or acquire such Series then Outstandingshares or redemption of shares, any increase or decrease of the Republic and charter capital or other change in the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement capital structure in each case relating to the Company or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premiumSubsidiaries, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency including in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 hereof, or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 hereof, (J) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in each case the terms of each such change;
(vi) any distribution of dividends by the Securities of such Series), Company;
(vii) the merger or (K) change the status any corporate reorganization or restructuring of the Securities Company or the Subsidiaries, any joint venture or partnership or acquisition of such Seriesa material part of the assets of the Company or the Subsidiaries or any transaction for the acquisition of equity interest in another company; and
(viii) any transaction by the Company or any Subsidiary with any Shareholder or any Affiliate (other than the Company and its Subsidiaries) of any of the Shareholders and any “interested party transaction” of the Company or any Subsidiary as this term is defined under the JSC Law.
(b) In determining whether any of the Reserved Matters described above requires the approval of the Shareholders as aforesaid, as set forth a series of related transactions that, when aggregated, exceed the figure specified in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of Obligation” in the prospectus, as amended by any prospectus supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (K) of the preceding sentence is referred to herein relevant paragraph above shall be construed as a single transaction requiring such Shareholder approval.
(c) The Parties agree that in no event shall Reserved Matters include any matter that would disallow Parent from fully consolidating the Company and its Subsidiaries in Parent’s financial statements in accordance with US GAAP and/or SEC rules (the “Reserved MatterConsolidation”).”
Appears in 1 contract
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then OutstandingOutstanding (for the avoidance of doubt, not of only the Outstanding Securities of such Series represented at such meeting but of all the Securities of such Series Outstanding at that time), or (ii) with the written consent of the holders owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic Issuer and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities any Security of such Series, (B) reduce the principal amount of the Securities of such Seriesof, or the portion of such principal amount which is payable upon acceleration of the maturity of such Securitiesof, or the interest rate thereon on, or the any premium payable upon redemption thereofof, any Security of such Series, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic Issuer is not permitted to redeem the Securities of such Series, or permit the Republic Issuer to redeem the Securities of such Series if, prior to such action, the Republic Issuer is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “"Outstanding” " with respect to the Securities of such Series, (F) change the obligation of the Republic Issuer to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic Issuer has submitted, the Republic’s Issuer's obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 16 hereof, or the Republic’s Issuer's waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 16 hereof, (JI) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or (KJ) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “"Description of the Securities—Debt Securities—Nature --Status of Obligation” Debt Securities" in the prospectus, as amended by any prospectus supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (KJ) of the preceding sentence is referred to herein as a “"Reserved Matter.”"
Appears in 1 contract
Samples: Fiscal Agency Agreement (Republic of the Philippines)
Reserved Matters. (a) Subject to any mandatory provisions of Russian law, the following decisions (“Reserved Matters”) shall require either (i) At any meeting the affirmative vote of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, seventy percent (70%) of the holders Shares entitled to vote on the matter at a general or extraordinary meeting of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, shareholders at which a quorum is represented or (ii) with the written consent affirmative vote of at least five (5) Directors:
(i) changes to the Charter or other Organizational Documents of the holders Company or the Subsidiaries (except where the equity contributions are required to be provided by operation of Section 3.4(c)(iv), in which case the necessary changes to the Charter should not less than 75% qualify as a Reserved Matter and each Shareholder shall vote its shares to authorize such change (to the extent required));
(ii) any proposal to wind up the Company or any Subsidiary or initiation of any other voluntary proceeding seeking liquidation or reorganization thereof;
(iii) any material change in the nature or scope of the aggregate principal amount Business;
(iv) any “major transaction” of the Securities Company or any Subsidiary as this term is defined under the JSC Law;
(v) any issuance of shares or securities convertible into shares, creation of any options to subscribe for or acquire such Series then Outstandingshares or redemption of shares, any increase or decrease of the Republic and charter capital or other change in the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement capital structure in each case relating to the Company or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premiumSubsidiaries, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency including in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 hereof, or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 hereof, (J) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in each case the terms of each such change;
(vi) any distribution of dividends by the Securities of such Series), Company;
(vii) the merger or (K) change the status any corporate reorganization or restructuring of the Securities Company or the Subsidiaries, any joint venture or partnership or acquisition of such Seriesa material part of the assets of the Company or the Subsidiaries or any transaction for the acquisition of equity interest in another company; and
(viii) any transaction by the Company or any Subsidiary with any Shareholder or any Affiliate (other than the Company and its Subsidiaries) of any of the Shareholders and any “interested party transaction” of the Company or any Subsidiary as this term is defined under the JSC Law.
(b) In determining whether any of the Reserved Matters described above requires the approval of the Shareholders as aforesaid, as set forth a series of related transactions that, when aggregated, exceed the figure specified in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of Obligation” in the prospectus, as amended by any prospectus supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (K) of the preceding sentence is referred to herein relevant paragraph above shall be construed as a “single transaction requiring such Shareholder approval.
(c) The Parties agree that in no event shall Reserved MatterMatters include any matter that would disallow Parent from fully consolidating the Company and its Subsidiaries in Parent’s financial statements in accordance with US GAAP and/or SEC rules (the "Consolidation”).”
Appears in 1 contract
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then OutstandingOutstanding (for the avoidance of doubt, not of only the Outstanding Securities of such Series represented at such meeting but of all the Securities of such Series Outstanding at that time), or (ii) with the written consent of the holders owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic Issuer and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic Issuer is not permitted to redeem the Securities of such Series, or permit the Republic Issuer to redeem the Securities of such Series if, prior to such action, the Republic Issuer is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend amend, supplement or supplement waive this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “"Outstanding” " with respect to the Securities of such Series, (F) change the obligation of the Republic Issuer to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic Issuer has submitted, the Republic’s Issuer's obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 16 hereof, or the Republic’s Issuer's waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 16 hereof, (JI) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or (KJ) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “"Description of the Securities—Debt Securities—Nature --Status of Obligation” Debt Securities" in the prospectus, as amended by any prospectus supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (KJ) of the preceding sentence is referred to herein as a “"Reserved Matter.”"
Appears in 1 contract
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then OutstandingOutstanding (for the avoidance of doubt, not of only the Outstanding Securities of such Series represented at such meeting but of all the Securities of such Series Outstanding at that time), or (ii) with the written consent of the holders owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic Issuer and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities any Security of such Series, (B) reduce the principal amount of the Securities of such Seriesof, or the portion of such principal amount which is payable upon acceleration of the maturity of such Securitiesof, or the interest rate thereon on, or the any premium payable upon redemption thereofof, any Security of such Series, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic Issuer is not permitted to redeem the Securities of such Series, or permit the Republic Issuer to redeem the Securities of such Series if, prior to such action, the Republic Issuer is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “"Outstanding” " with respect to the Securities of such Series, (F) change the obligation of the Republic Issuer to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic Issuer has submitted, the Republic’s Issuer's obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 15 hereof, or the Republic’s Issuer's waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 15 hereof, (JI) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or (KJ) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “"Description of the Securities—Debt Securities—Nature --Status of Obligation” Debt Securities" in the prospectus, as amended by any prospectus supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (KJ) of the preceding sentence is referred to herein as a “"Reserved Matter.”"
Appears in 1 contract
Samples: Fiscal Agency Agreement (Republic of the Philippines)
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic South Africa and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment instalment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic South Africa is not permitted to redeem the Securities of such Series, or permit the Republic South Africa to redeem the Securities of such Series if, prior to such action, the Republic South Africa is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic South Africa to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic South Africa has submitted, the RepublicSouth Africa’s obligation to appoint and maintain an Authorized Agent in the Borough of ManhattanWashington, D.C. or The City of New York, as set forth in Section 19 15 hereof, or the RepublicSouth Africa’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 19 15 hereof, (J) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or (K) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of Obligationthe Obligations of the South African Government” in the prospectus, as amended by any prospectus supplement and any pricing supplement, applicable to the Securities of such Series. Each of the actions set forth in clauses (A) through (K) of the preceding sentence is referred to herein as a “Reserved Matter”.”
Appears in 1 contract
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic South Africa and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such a Series that would would:
(Ai) change the due date dates for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, ,
(Bii) reduce the principal amount of any amounts payable on the Securities of such Series, ,
(iii) reduce the portion amount of such principal amount which is payable upon acceleration of the maturity of the Securities of such Securities, Series,
(iv) reduce the interest rate thereon or of the premium payable upon redemption thereof, Securities of such Series,
(Cv) change the coin payment currency or currency in which or places of payment for the required places at which payment with respect to interest, premium or principal in respect Securities of such Series,
(vi) permit early redemption of the Securities of such Series or, if early redemption is payablealready permitted, set a redemption date earlier than the date previously specified or reduce the redemption price,
(D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (Evii) reduce the proportion percentage of the principal amount holders of the Securities of such Series the whose vote or consent of the holders of which is necessary needed to modifyamend, amend supplement or supplement modify this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby with respect to be made, taken or given, the Securities of such Series or change the definition of “Outstanding” with respect to the Securities of such Series, ,
(Fviii) change the Republic’s obligation of the Republic to pay any additional amounts with in respect to of the Securities of such Series, ,
(Gix) change the governing law provision of the Securities of such Series, ,
(Hx) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent agent for service of process in the Borough of ManhattanWashington, D.C. or The City of New York, as set forth in Section 19 hereof, York or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon of the Securities of such Series, as set forth in Section 19 12 hereof, ,
(Jxi) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or or
(Kxii) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of Obligationthe Obligations of the South African Government” in the prospectus, as amended by any prospectus supplement and any pricing supplement, applicable to the Securities of such Series, at any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or with the written consent of the owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding. Each of the actions set forth in clauses (Ai) through (Kxii) of the preceding sentence is referred to herein as a “Reserved Matter”.”
Appears in 1 contract
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic South Africa and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such a Series that would would:
(Ai) change the due date dates for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, ,
(Bii) reduce the principal amount of any amounts payable on the Securities of such Series, ,
(iii) reduce the portion amount of such principal amount which is payable upon acceleration of the maturity of the Securities of such Securities, Series,
(iv) reduce the interest rate thereon or of the premium payable upon redemption thereof, Securities of such Series,
(Cv) change the coin payment currency or currency in which or places of payment for the required places at which payment with respect to interest, premium or principal in respect Securities of such Series,
(vi) permit early redemption of the Securities of such Series or, if early redemption is payablealready permitted, set a redemption date earlier than the date previously specified or reduce the redemption price,
(D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (Evii) reduce the proportion percentage of the principal amount holders of the Securities of such Series the whose vote or consent of the holders of which is necessary needed to modifyamend, amend supplement or supplement modify this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby with respect to be made, taken or given, the Securities of such Series or change the definition of “Outstanding” with respect to the Securities of such Series, ,
(Fviii) change the Republic’s obligation of the Republic to pay any additional amounts with in respect to of the Securities of such Series, ,
(Gix) change the governing law provision of the Securities of such Series, ,
(Hx) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent agent for service of process in the Borough of ManhattanWashington, D.C. or The City of New York, as set forth in Section 19 hereof, York or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon of the Securities of such Series, as set forth in Section 19 12 hereof, ,
(Jxi) in connection with an exchange offer for the Securities of such Series, amend any Event of Default (as defined in the terms of the Securities of such Series), or or
(Kxii) change the status of the Securities of such Series, as set forth in the terms of the Securities of such Series and as described under “Description of the Securities—Debt Securities—Nature of Obligationthe Obligations of the South African Government” in the prospectus, as amended by any prospectus supplement and any pricing supplement, applicable to the Securities of such Series, at any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of the Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or with the written consent of the owners of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding. Each of the actions set forth in clauses (Ai) through (Kxii) of the preceding sentence is referred to herein as a “Reserved Matter.”. Aggregated Collective Action Securities Notwithstanding Sections 14, 15, 16, and 17 hereof, the following provisions shall apply to Aggregated Collective Action Securities (as defined below and as distinguished from Collective Action Securities to which Section 16 hereof applies):
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