Common use of Securityholders Meetings Clause in Contracts

Securityholders Meetings. Each of IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PC) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section 7.2 or waiving a past default as provided in Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PC) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities of such Series, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such Series to be made, given or taken by the Holders of the Securities of such Series, including the modification of any of the terms and conditions of such Securities of such Series. In the case of a request to call a meeting by Holders, IRSA PC shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securities. In any case, meetings shall be held at such time and at such place as IRSA PC shall determine; provided that the meetings will be held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. Any resolution duly passed at a meeting held in accordance with this Section 6.6 of the Holders of Securities of a Series will be binding on all Holders of the Securities of such Series (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to the written request of Holders, the agenda for the meeting shall be that set forth in the request made by such Holders and such meeting shall be convened within forty (40) days from the date such written request is received by the Trustee or IRSA PC, as the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. Notice of any meeting of Holders of Securities of a Series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be given by IRSA PC not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the meeting in accordance with Section 12.4 and in the Official Gazette of Argentina (Boletín Oficial), in one other newspaper of wide circulation in Argentina, and also in the manner provided under Section 12.4 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall be given not less than eight (8) days prior to the date fixed for such new meeting and shall be published for three (3) Business Days in the Official Gazette of Argentina, a newspaper of wide circulation in Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval). To be entitled to vote at any meeting of Securityholders a Person shall be a Holder of one or more Securities as of the relevant record date determined pursuant to Section 6.2 or a Person appointed by an instrument in writing as proxy by such Holder. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Companies Law.

Appears in 2 contracts

Samples: Indenture (Irsa Propiedades Comerciales S.A.), Indenture (Irsa Propiedades Comerciales S.A.)

AutoNDA by SimpleDocs

Securityholders Meetings. Each of IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PC) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section ‎Section 7.2 or waiving a past default as provided in Section ‎Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PC) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities of such Series, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such Series to be made, given or taken by the Holders of the Securities of such Series, including the modification of any of the terms and conditions of such Securities of such Series. In the case of a request to call a meeting by Holders, IRSA PC shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securities. In any case, meetings shall be held at such time and at such place as IRSA PC shall determine; provided that the meetings will be held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. Any resolution duly passed at a meeting held in accordance with this Section 6.6 of the Holders of Securities of a Series will be binding on all Holders of the Securities of such Series (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to the written request of Holders, the agenda for the meeting shall be that set forth in the request made by such Holders and such meeting shall be convened within forty (40) days from the date such written request is received by the Trustee or IRSA PC, as the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. Notice of any meeting of Holders of Securities of a Series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be given by IRSA PC not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the meeting in accordance with Section ‎Section 12.4 and in the Official Gazette of Argentina (Boletín Oficial), in one other newspaper of wide circulation in Argentina, and also in the manner provided under Section ‎Section 12.4 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall be given not less than eight (8) days prior to the date fixed for such new meeting and shall be published for three (3) Business Days in the Official Gazette of Argentina, a newspaper of wide circulation in Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval). To be entitled to vote at any meeting of Securityholders a Person shall be a Holder of one or more Securities as of the relevant record date determined pursuant to Section ‎Section 6.2 or a Person appointed by an instrument in writing as proxy by such Holder. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Companies Law.

Appears in 2 contracts

Samples: Indenture (Irsa Investments & Representations Inc), Indenture (Irsa Propiedades Comerciales S.A.)

Securityholders Meetings. (a) Each of IRSA PC APSA (through the Board of Directors or the Supervisory Committee of IRSA PCAPSA) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section 7.2 or waiving a past default as provided in Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC APSA (through the Board of Directors or the Supervisory Committee of IRSA PCAPSA) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities at the time or of such the Outstanding Securities of a Series, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such a Series to be made, given or taken by the Holders of the Securities of such SeriesSecurities, including the modification of any of the terms and conditions of such Securities of such Seriesthe Securities. In the case of a request to call a meeting by Holders, IRSA PC APSA shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC APSA shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securities. The meetings will be held in the City of Buenos Aires; provided that APSA or the Trustee may determine to hold any such meetings in New York City and/or London. In any case, meetings shall be held at such time and at such place in any such city as IRSA PC APSA or the Trustee shall determine; provided that . Any resolution passed at a meeting convened in London or New York City shall be binding on all Holders of Securities of any Series, as the meetings will case may be (whether present or not at such meeting), only upon ratification by a meeting of such Holders held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. Any The Indenture contains provisions for Holders present or represented at meetings of Holders convened in London or New York City to appoint representatives at meetings of Holders in the City of Buenos Aires. Subject as aforesaid, any resolution duly passed at a meeting held in accordance with this Section 6.6 of the Holders of Securities of a Series will be binding on all Holders of the Securities of such Series any Series, as the case may be (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to the written a request of Holders, the agenda for the meeting shall be that set forth as determined in the request made by such Holders and such meeting shall be convened within forty (40) days from the date such written request is received by the Trustee or IRSA PCAPSA, as the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. Notice of any meeting of Holders of Securities of a any Series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be given by IRSA PC not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the meeting in accordance with Section 12.4 and in the Official Gazette of Argentina (Boletín Oficial), in one other newspaper of wide general circulation in ArgentinaArgentina and in a newspaper published in the English language and of general circulation in New York City, and also in the manner provided under Section 12.4 12.5 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall be given not less than eight (8) days prior to the date fixed for such new meeting and shall be published for three (3) Business Days in the Official Gazette of Argentina, a newspaper of wide circulation in Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval). To be entitled to vote at any meeting of Securityholders a Person shall be (i) a Holder of one or more Securities as of the relevant record date determined pursuant to Section 6.2 or (ii) a Person appointed by an instrument in writing as proxy by such Holdera Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC APSA and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Companies Law.

Appears in 1 contract

Samples: Alto Palermo Sa Apsa

Securityholders Meetings. Each of IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PCIRSA) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section 7.2 or waiving a past default as provided in Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PCIRSA) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities at the time or of such the Outstanding Securities of a Series, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such a Series to be made, given or taken by the Holders of the Securities of such SeriesSecurities, including the modification of any of the terms and conditions of such Securities of such Seriesthe Securities. In the case of a request to call a meeting by Holders, IRSA PC shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securities. The meetings will be held simultaneously in the City of Buenos Aires 11924629 and New York City by means of telecommunications which permit the participants to hear and speak to each other. In any case, meetings shall be held at such time and at such place in any such city as IRSA PC or the Trustee shall determine; provided that . Any resolution passed at a meeting convened in London or New York City shall be binding on all Holders of Securities of any Series, as the meetings will case may be (whether present or not at such meeting), only upon ratification by a meeting of such Holders held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. Any This Indenture contains provisions for Holders present or represented at meetings of Holders convened in London or New York City to appoint representatives at meetings of Holders in the City of Buenos Aires. Subject as aforesaid, any resolution duly passed at a meeting held in accordance with this Section 6.6 of the Holders of Securities of a Series will be binding on all Holders of the Securities of such Series any Series, as the case may be (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to the written a request of Holders, the agenda for the meeting shall be that set forth as determined in the request made by such Holders and such meeting shall be convened within forty (40) days from the date such written request is received by the Trustee or IRSA PCIRSA, as the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. Notice of any meeting of Holders of Securities of a any Series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be given by IRSA PC not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the meeting in accordance with Section 12.4 and in the Official Gazette of Argentina (Boletín Oficial)Argentina, in one other newspaper of wide general circulation in ArgentinaArgentina and in a newspaper published in the English language and of general circulation in New York City, and also in the manner provided under Section 12.4 12.5 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall be given not less than eight (8) days prior to the date fixed for such new meeting and shall be published for three (3) Business Days in the Official Gazette of Argentina, a newspaper of wide circulation in Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval). To be entitled to vote at any meeting of Securityholders a Person shall be (i) a Holder of one or more Securities as of the relevant record date determined pursuant to Section 6.2 or (ii) a Person appointed by an instrument in writing as proxy by such Holdera Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Companies Law.

Appears in 1 contract

Samples: Indenture (Cresud Inc)

Securityholders Meetings. (a) Each of IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PCIRSA) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section 7.2 or waiving a past default as provided in Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PCIRSA) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities at the time or of such the Outstanding Securities of a Series, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such a Series to be made, given or taken by the Holders of the Securities of such SeriesSecurities, including the modification of any of the terms and conditions of such Securities of such Seriesthe Securities. In the case of a request to call a meeting by Holders, IRSA PC shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securities. In any case, The meetings shall be held at such time and at such place as IRSA PC shall determine; provided that the meetings will be held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. Any resolution duly passed at a meeting held in accordance with this Section 6.6 of the Holders of Securities of a Series will be binding on all Holders of the Securities of such Series (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to the written request of Holders, the agenda for the meeting shall be that set forth in the request made by such Holders and such meeting shall be convened within forty (40) days from the date such written request is received by the Trustee or IRSA PC, as the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. In any case, meetings shall be held at such time and at such place in any such city as IRSA or the Trustee shall determine. Any resolution passed at a meeting convened in London or New York City shall be binding on all Holders of Securities of any Series, as the case may be (whether present or not at such meeting), only upon ratification by a meeting of such Holders held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. This Indenture contains provisions for Holders present or represented at meetings of Holders convened in London or New York City to appoint representatives at meetings of Holders in the City of Buenos Aires. Subject as aforesaid, any resolution duly passed will be binding on all Holders of Securities of any Series, as the case may be (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within forty (40) days from the date such request is received by the Trustee or IRSA, as the case may be. Notice of any meeting of Holders of Securities of a any Series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be given by IRSA PC not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the meeting in accordance with Section 12.4 and in the Official Gazette of Argentina (Boletín Oficial)Argentina, in one other newspaper of wide general circulation in ArgentinaArgentina and in a newspaper published in the English language and of general circulation in New York City, and also in the manner provided under Section 12.4 12.5 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall be given not less than eight (8) days prior to the date fixed for such new meeting and shall be published for three (3) Business Days in the Official Gazette of Argentina, a newspaper of wide circulation in Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval). To be entitled to vote at any meeting of Securityholders a Person shall be (i) a Holder of one or more Securities as of the relevant record date determined pursuant to Section 6.2 or (ii) a Person appointed by an instrument in writing as proxy by such Holdera Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Companies Law.

Appears in 1 contract

Samples: Indenture (Irsa Investments & Representations Inc)

AutoNDA by SimpleDocs

Securityholders Meetings. (a) Each of IRSA PC the Bank (through the Board of Directors or the Supervisory Committee of IRSA PCthe Bank) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section 7.2 or waiving a past default as provided in Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC the Bank (through the Board of Directors or the Supervisory Committee of IRSA PCthe Bank) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities of such a Series, pursuant to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such Series to be made, given or taken by the Holders of the Securities of such Series, including the modification of any of the terms and conditions of such Securities of such SeriesNegotiable Obligations Law. In the case of a request to call a meeting by Holders, IRSA PC the Bank shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC the Bank shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securitiescourt. In any case, meetings shall be held at such time and at such place as IRSA PC shall determine; provided that the meetings Meetings will be held simultaneously in the City of Buenos Aires and in accordance with New York City by any means of telecommunications which permits the Negotiable Obligations Law. Any resolution duly passed at participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting held in accordance with this Section 6.6 for purposes of the Holders of Securities of a Series will be binding on all Holders of the Securities of quorum and voting percentages applicable to such Series (whether or not they were present at the meeting at which such resolution was passed)meeting. If a meeting is being held pursuant to the written a request of HoldersSecurityholders, the agenda for the such meeting shall be that set forth in the request made by such Holders Securityholders and such meeting shall be convened to be held within forty (40) 40 days from the date such written request is received by the Trustee or IRSA PC, as Bank and the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each otherTrustee. Notice of any meeting of Holders Securityholders, setting forth the date, time and place of Securities of a Series such meeting and the agenda therefor (which shall include describe in general terms the date, place and time of the meeting, the agenda therefor action proposed to be taken at such meeting and the requirements to attendrequirement for attendance) shall be given by IRSA PC as specified in Section 12.5 not less than ten (10) days 10 nor more than thirty (30) 30 days prior to the date fixed for the meeting and shall be published for five business days in accordance with Section 12.4 Argentina in the Boletín Oficial de la República Argentina (Official Gazette of Argentina), in a newspaper of general circulation in Argentina and in the Official Gazette Bulletin of Argentina the BASE (Boletín Oficialas long as the Securities are listed on the BASE), in one other newspaper of wide circulation in Argentina, and also in the manner provided under Section 12.4 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holdersconsent of each Holder of a Security, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall will be given not less than eight (8) 8 days prior to the date fixed for such new meeting and shall will be published for three (3) Business Days business days in the Boletín Oficial de la República Argentina (Official Gazette of Argentina), a newspaper of wide general circulation in Argentina and in the Merval’s Informative Bulleting Bulletin of the BASE (as long as the Securities are listed and traded on the MervalBASE). To be entitled to vote at any meeting of Securityholders a Person shall be (i) a Holder of one or more Securities as of the relevant record date determined pursuant to Section 6.2 or (ii) a Person appointed by an instrument in writing as proxy by such Holdera Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC the Bank and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Business Companies Law.

Appears in 1 contract

Samples: Indenture (Macro Bank Inc.)

Securityholders Meetings. (a) Each of IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PCIRSA) and the Trustee may at any time call a meeting of the Holders of the Securities of any Series for the purpose of entering into a supplemental indenture as provided in Section 7.2 or waiving a past default as provided in Section 4.10. In addition, a meeting of the Holders of Securities of a Series may be called by the Trustee or IRSA PC (through the Board of Directors or the Supervisory Committee of IRSA PCIRSA) at its discretion or upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Securities at the time or of such the Outstanding Securities of a Series, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such a Series to be made, given or taken by the Holders of the Securities of such SeriesSecurities, including the modification of any of the terms and conditions of such Securities of such Seriesthe Securities. In the case of a request to call a meeting by Holders, IRSA PC shall notify the Trustee in writing of such request. In the event the Board of Directors or the Supervisory Committee of IRSA PC shall fail to call a meeting requested by the Trustee or the Holders as provided in the immediately preceding sentence, the meeting may be called by the CNV or by a competent court at the request of the Holders of the Securities. The meetings will be held in the City of Buenos Aires; provided that IRSA or the Trustee may determine to hold any such meetings in New York City and/or London. In any case, meetings shall be held at such time and at such place in any such city as IRSA PC or the Trustee shall determine; provided that . Any resolution passed at a meeting convened in London or New York City shall be binding on all Holders of Securities of any Series, as the meetings will case may be (whether present or not at such meeting), only upon ratification by a meeting of such Holders held in the City of Buenos Aires in accordance with the Negotiable Obligations Law. Any The Indenture contains provisions for Holders present or represented at meetings of Holders convened in London or New York City to appoint representatives at meetings of Holders in the City of Buenos Aires. Subject as aforesaid, any resolution duly passed at a meeting held in accordance with this Section 6.6 of the Holders of Securities of a Series will be binding on all Holders of the Securities of such Series any Series, as the case may be (whether or not they were present at the meeting at which such resolution was passed). If a meeting is being held pursuant to the written a request of Holders, the agenda for the meeting shall be that set forth as determined in the request made by such Holders and such meeting shall be convened within forty (40) days from the date such written request is received by the Trustee or IRSA PCIRSA, as the case may be. Any such meeting held pursuant to written request of the Holders will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. Notice of any meeting of Holders of Securities of a any Series (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be given by IRSA PC not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the meeting in accordance with Section 12.4 and in the Official Gazette of Argentina (Boletín Oficial)Argentina, in one other newspaper of wide general circulation in ArgentinaArgentina and in a newspaper published in the English language and of general circulation in New York City, and also in the manner provided under Section 12.4 12.5 and any publication thereof shall be for five (5) consecutive Business Days in each place of publication. Meetings of Holders of the Securities of a Series may be simultaneously convened for two (2) dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum shall be given not less than eight (8) days prior to the date fixed for such new meeting and shall be published for three (3) Business Days in the Official Gazette of Argentina, a newspaper of wide circulation in Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval). To be entitled to vote at any meeting of Securityholders a Person shall be (i) a Holder of one or more Securities as of the relevant record date determined pursuant to Section 6.2 or (ii) a Person appointed by an instrument in writing as proxy by such Holdera Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of IRSA PC and its counsel and the Trustee and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Securityholders will be held in accordance with Argentine Companies Law.

Appears in 1 contract

Samples: Indenture (Irsa Investments & Representations Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.