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. (a) The quorum at any meeting of Holders of the Securities of a Series called to adopt a resolution will be Persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of such Series and at any reconvened adjourned meetings will be the Persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a Series (other than items requiring consent of each Holder of a Security of such Series) will be validly passed and decided if approved by the Persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to this Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time Outstanding directly and adversely affected thereby, shall modify, amend or waive any of the items included in clauses (a) through (g) of Section 7.2. (b) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section 6.6 shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (c) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of IRSA PC. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (d) The Trustee, acting as a representative of the Holders, may appoint a representative to act as the chairman of each meeting of the Holders of the Securities of a Series. If the Trustee elects not to designate a representative to act as chairman of a meeting, the chairman of the meeting shall be: (i) a member of the Supervisory Committee designated by IRSA PC; (ii) should IRSA PC fail to designate a member of the Supervisory Committee, a representative designated by the controlling government agency; or (iii) should the controlling government agency fail to designate a representative, a Person appointed by a competent court. Notwithstanding the foregoing, if the meeting is called by the CNV or by a competent court at the request of the Holders of the Securities of a Series, the CNV or the competent court shall designate a Person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency, of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, Original Issue Discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency of the redemption value of such Security calculated by the Exchange Rate Agent as of the date of such meeting or, in the case of written consents or notices, on such dates as IRSA PC shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (e) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ballots of the votes. The record shall be signed and verified by the chairman and secretary of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (f) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Merval or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the Merval, the MAE or such other securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 2 contracts

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

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. (a) The quorum at any meeting of Holders of the Securities of a Series called to adopt a resolution will be Persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of such Series and at any reconvened adjourned meetings will be the Persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a Series (other than items requiring consent of each Holder of a Security of such Series) will be validly passed and decided if approved by the Persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to this Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time Outstanding directly and adversely affected thereby, shall modify, amend or waive any of the items included in clauses (a) through (g) of ~~Section~~ ‎Section 7.2. (b) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section 6.6 shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (c) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of IRSA PC. The holding of Securities shall be proved by the Register maintained in accordance with ~~Section~~ ‎Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (d) The Trustee, acting as a representative of the Holders, may appoint a representative to act as the chairman of each meeting of the Holders of the Securities of a Series. If the Trustee elects not to designate a representative to act as chairman of a meeting, the chairman of the meeting shall be: (i) a member of the Supervisory Committee designated by IRSA PC; (ii) should IRSA PC fail to designate a member of the Supervisory Committee, a representative designated by the controlling government agency; or (iii) should the controlling government agency fail to designate a representative, a Person appointed by a competent court. Notwithstanding the foregoing, if the meeting is called by the CNV or by a competent court at the request of the Holders of the Securities of a Series, the CNV or the competent court shall designate a Person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency, of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, Original Issue Discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency of the redemption value of such Security calculated by the Exchange Rate Agent as of the date of such meeting or, in the case of written consents or notices, on such dates as IRSA PC shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (e) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ballots of the votes. The record shall be signed and verified by the chairman and secretary of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (f) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Merval or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the Merval, the MAE or such other securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 2 contracts

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

Securityholders Meetings. (a) Each of ~~IRSA PC~~ the Bank (through the Board of Directors or the Supervisory Committee of ~~IRSA PC~~the 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 PC~~the 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 Series~~Negotiable 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 Securities~~court. ~~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 ~~Holders~~Securityholders, 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 attend~~requirement 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 Oficial~~as 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 Holders~~consent 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 ~~Merval~~BASE). 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 ~~Holder~~a 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. (ab) The quorum at any meeting ~~of Holders of the Securities of a Series~~ called to adopt a resolution will be ~~Persons~~ persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of ~~such~~ a Series and at any reconvened adjourned meetings will be the ~~Persons~~ persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a any Series (other than items requiring consent of each Holder of a ~~Security of such Series~~Security) will be validly passed and decided if approved by the ~~Persons~~ persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to ~~this~~ the Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; , provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time ~~Outstanding directly and adversely affected thereby~~Outstanding, shall ~~modify, amend or waive~~ affect any of the items included in ~~clauses (a) through (g) of~~ Section ~~7.2~~7.02. (bc) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section ~~6.6~~ shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (cd) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of ~~IRSA PC~~ the Bank and managers and other employees of ~~IRSA PC~~the Bank. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (de) ~~The Trustee, acting as a~~ A representative of the ~~Holders, may appoint a representative to~~ Trustee shall act as the chairman of ~~each meeting of~~ the ~~Holders of the Securities of a Series~~meeting. If the Trustee ~~elects not~~ fails to designate a representative to act as chairman of a the meeting, the ~~chairman of the meeting~~ Bank shall ~~be: (i)~~ designate a member of the Supervisory Committee ~~designated~~ to act as chairman of the meeting. If the Bank fails to designate such a person, the Chairman of the meeting shall be (i) a person elected by ~~IRSA PC;~~ vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting, (ii) ~~should IRSA PC fail to designate~~ a ~~member~~ representative of the ~~Supervisory Committee, a representative designated by the controlling government agency;~~ CNV or (iii) ~~should the controlling government agency fail to designate~~ a ~~representative, a Person~~ person appointed by a competent court. ~~Notwithstanding the foregoing, if~~ If the meeting is called by the CNV or by a competent ~~court at the request of the Holders of the Securities of a Series~~court, the CNV or the competent court shall designate a ~~Person~~ person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a any Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar ~~or, if the Securities are denominated~~ or Dollar Equivalent in ~~a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency,~~ principal amount of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, ~~Original Issue Discount~~ original issue discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar ~~or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency~~ or Dollar Equivalent of the redemption value of such Security calculated by as of the date of such meeting. Where Securities are denominated in one or more currencies other than U.S. dollars, the Dollar Equivalent of such Securities shall be calculated at the Exchange ~~Rate Agent as of~~ Rates on the date of such meeting or, in the case of written consents or notices, on such dates as ~~IRSA PC~~ the Bank shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (ef) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ~~ballots~~ original reports of the ~~votes~~inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to ~~IRSA PC~~ the Bank and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (fg) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the ~~Euro MTF~~EuroMTF, the ~~Merval~~ BASE or any other securities exchange~~, and for negotiation in the MAE~~, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the ~~Merval, the MAE~~ BASE or such ~~other~~ securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 1 contract

Samples: Indenture (Macro Bank Inc.)

Securityholders Meetings. (a) Each of ~~IRSA PC~~ APSA (through the Board of Directors or the Supervisory Committee of ~~IRSA PC~~APSA) 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 PC~~APSA) 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 ~~Series~~Securities, including the modification of any of the terms and conditions of ~~such Securities of such Series~~the 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 PC~~APSA, 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 ~~Argentina~~Argentina 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 ~~Holder~~a 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. (ab) The quorum at any meeting ~~of Holders of the Securities of a Series~~ called to adopt a resolution will be ~~Persons~~ persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of ~~such~~ a Series and at any reconvened adjourned meetings will be the ~~Persons~~ persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a any Series (other than items requiring consent of each Holder of a ~~Security of such Series~~Security) will be validly passed and decided if approved by the ~~Persons~~ persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to ~~this~~ the Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; , provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time Outstanding directly and adversely affected thereby, shall modify, amend or waive any of the items included in ~~clauses (a) through (g) of~~ Section 7.2. (bc) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section ~~6.6~~ shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (cd) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of ~~IRSA PC~~ APSA and managers and other employees of ~~IRSA PC~~APSA. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (de) ~~The Trustee, acting as a~~ A representative of the ~~Holders, may appoint a representative to~~ Trustee shall act as the chairman of ~~each meeting of~~ the ~~Holders of the Securities of a Series~~meeting. If the Trustee ~~elects not~~ fails to designate a representative to act as chairman of a the meeting, the chairman of the meeting shall be: (i) a representative designated by the Holders of the Securities; or (ii) should the Holders of the Securities fail to designate a representative, a member of the Supervisory Committee designated by ~~IRSA PC~~IRSA; or (ii) should IRSA PC fail to designate a member of the Supervisory Committee, a representative designated by the controlling government ~~agency~~agency ; or (~~iii~~iv) should the controlling government agency fail to designate a representative, a Person appointed by a competent court. ~~Notwithstanding the foregoing, if~~ If the meeting is called by the CNV or by a competent court ~~at the~~ upon request of the Holders of the ~~Securities of a Series~~Securities, the CNV or the competent court shall designate a ~~Person~~ person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a any Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar ~~or, if the Securities are denominated~~ or Dollar Equivalent in ~~a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency,~~ principal amount of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, ~~Original Issue Discount~~ original issue discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar ~~or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency~~ or Dollar Equivalent of the redemption value of such Security calculated by as of the date of such meeting. Where Securities are denominated in one or more currencies other than U.S. dollars, the Dollar Equivalent of such Securities shall be calculated at the Exchange ~~Rate Agent as of~~ Rates on the date of such meeting or, in the case of written consents or notices, on such dates as ~~IRSA PC~~ APSA shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (ef) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ~~ballots~~ original reports of the ~~votes~~inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to ~~IRSA PC~~ APSA and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (fg) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the ~~Euro MTF~~EuroMTF, the ~~Merval~~ BASE or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the ~~Merval~~BASE, the MAE or such ~~other~~ securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 1 contract

Samples: Indenture (Alto Palermo Sa Apsa)

Securityholders Meetings. Each of IRSA PC (through the Board of Directors or the Supervisory Committee of ~~IRSA PC~~IRSA) 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~~IRSA) 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 ~~Series~~Securities, including the modification of any of the terms and conditions of ~~such Securities of such Series~~the 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 PC~~IRSA, 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 ~~Argentina~~Argentina 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 ~~Holder~~a 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. (a) The quorum at any meeting ~~of Holders of the Securities of a Series~~ called to adopt a resolution will be ~~Persons~~ persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of ~~such~~ a Series and at any reconvened adjourned meetings will be the ~~Persons~~ persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a any Series (other than items requiring consent of each Holder of a ~~Security of such Series~~Security) will be validly passed and decided if approved by the ~~Persons~~ persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to ~~this~~ the Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time ~~Outstanding directly and adversely affected thereby~~Outstanding, shall ~~modify, amend or waive~~ affect any of the items included in ~~clauses (a) through (g) of~~ Section ~~7.2.~~7.02. 11924629 (b) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section ~~6.6~~ shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (c) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of ~~IRSA PC~~IRSA. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (d) ~~The Trustee, acting as a~~ A representative of the ~~Holders, may appoint a representative to~~ Trustee shall act as the chairman of ~~each meeting of~~ the ~~Holders of the Securities of a Series~~meeting. If the Trustee ~~elects not~~ fails to designate a representative to act as chairman of a the meeting, ~~the chairman of the meeting~~ IRSA shall ~~be: (i)~~ designate a member of the Supervisory Committee ~~designated~~ to act as chairman of the meeting. If IRSA fails to designate such a person, the Chairman of the meeting shall be (i) a person elected by ~~IRSA PC;~~ vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting, (ii) ~~should IRSA PC fail to designate~~ a ~~member~~ representative of the ~~Supervisory Committee~~CNV, ~~a representative designated by~~ at the ~~controlling government agency;~~ request of the Holders of Securities or (iii) ~~should the controlling government agency fail to designate~~ a ~~representative, a Person~~ person appointed by a competent court. ~~Notwithstanding the foregoing, if~~ If the meeting is called by the CNV or by a competent court ~~at the~~ upon request of the Holders of the ~~Securities of a Series~~Securities, the CNV or the competent court shall designate a ~~Person~~ person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a any Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar ~~or, if the Securities are denominated~~ or Dollar Equivalent in ~~a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency,~~ principal amount of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, ~~Original Issue Discount~~ original issue discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar ~~or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency~~ or Dollar Equivalent of the redemption value of such Security calculated by as of the date of such meeting. Where Securities are denominated in one or more currencies other than U.S. dollars, the Dollar Equivalent of such Securities shall be calculated at the Exchange ~~Rate Agent as of~~ Rates on the date of such meeting or, in the case of written consents or notices, on such dates as IRSA PC shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.. 11924629 (e) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ~~ballots~~ original reports of the ~~votes~~inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (f) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the ~~Euro MTF~~EuroMTF, the ~~Merval~~ BASE or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the ~~Merval~~BASE, the MAE or such ~~other~~ securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

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 PC~~IRSA) 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~~IRSA) 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 ~~Series~~Securities, including the modification of any of the terms and conditions of ~~such Securities of such Series~~the 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 PC~~IRSA, 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 ~~Argentina~~Argentina 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 ~~Holder~~a 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. (ab) The quorum at any meeting ~~of Holders of the Securities of a Series~~ called to adopt a resolution will be ~~Persons~~ persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of ~~such~~ a Series and at any reconvened adjourned meetings will be the ~~Persons~~ persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a any Series (other than items requiring consent of each Holder of a ~~Security of such Series~~Security) will be validly passed and decided if approved by the ~~Persons~~ persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to ~~this~~ the Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; , provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time ~~Outstanding directly and adversely affected thereby~~Outstanding, shall ~~modify, amend or waive~~ affect any of the items included in ~~clauses (a) through (g) of~~ Section ~~7.2~~7.02. (bc) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section ~~6.6~~ shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (cd) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of ~~IRSA PC~~IRSA. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (de) ~~The Trustee, acting as a~~ A representative of the ~~Holders, may appoint a representative to~~ Trustee shall act as the chairman of ~~each meeting of~~ the ~~Holders of the Securities of a Series~~meeting. If the Trustee ~~elects not~~ fails to designate a representative to act as chairman of a the meeting, ~~the chairman of the meeting~~ IRSA shall ~~be: (i)~~ designate a member of the Supervisory Committee ~~designated~~ to act as chairman of the meeting. If IRSA fails to designate such a person, the Chairman of the meeting shall be (i) a person elected by ~~IRSA PC;~~ vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting, (ii) ~~should IRSA PC fail to designate~~ a ~~member~~ representative of the ~~Supervisory Committee~~CNV, ~~a representative designated by~~ at the ~~controlling government agency;~~ request of the Holders of Securities or (iii) ~~should the controlling government agency fail to designate~~ a ~~representative, a Person~~ person appointed by a competent court. ~~Notwithstanding the foregoing, if~~ If the meeting is called by the CNV or by a competent court ~~at the~~ upon request of the Holders of the ~~Securities of a Series~~Securities, the CNV or the competent court shall designate a ~~Person~~ person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a any Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar ~~or, if the Securities are denominated~~ or Dollar Equivalent in ~~a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency,~~ principal amount of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, ~~Original Issue Discount~~ original issue discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar ~~or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency~~ or Dollar Equivalent of the redemption value of such Security calculated by as of the date of such meeting. Where Securities are denominated in one or more currencies other than U.S. dollars, the Dollar Equivalent of such Securities shall be calculated at the Exchange ~~Rate Agent as of~~ Rates on the date of such meeting or, in the case of written consents or notices, on such dates as IRSA PC shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (ef) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ~~ballots~~ original reports of the ~~votes~~inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (fg) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the ~~Euro MTF~~EuroMTF, the ~~Merval~~ BASE or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the ~~Merval~~BASE, the MAE or such ~~other~~ securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 1 contract

Samples: Indenture (Irsa Investments & Representations Inc)

Securityholders Meetings. (a) Each of IRSA PC (through the Board of Directors or the Supervisory Committee of ~~IRSA PC~~IRSA) 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~~IRSA) 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 ~~Series~~Securities, including the modification of any of the terms and conditions of ~~such Securities of such Series~~the 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 ~~Argentina~~Argentina 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 ~~Holder~~a 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. (ab) The quorum at any meeting ~~of Holders of the Securities of a Series~~ called to adopt a resolution will be ~~Persons~~ persons holding or representing a majority in aggregate principal amount of the Outstanding Securities of ~~such~~ a Series and at any reconvened adjourned meetings will be the ~~Persons~~ persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Securities of a any Series (other than items requiring consent of each Holder of a ~~Security of such Series~~Security) will be validly passed and decided if approved by the ~~Persons~~ persons entitled to vote a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to ~~this~~ the Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time ~~Outstanding directly and adversely affected thereby~~Outstanding, shall ~~modify, amend or waive~~ affect any of the items included in ~~clauses (a) through (g) of~~ Section ~~7.2~~7.02. (bc) Any Securityholder who has executed an instrument in writing appointing a Person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section ~~6.6~~ shall be binding on all the Securityholders of such Series whether or not present or represented at the meeting. (cd) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of ~~IRSA PC~~IRSA. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, or the Common Depositary therefor. (de) ~~The Trustee, acting as a~~ A representative of the ~~Holders, may appoint a representative to~~ Trustee shall act as the chairman of ~~each meeting of~~ the ~~Holders of the Securities of a Series~~meeting. If the Trustee ~~elects not~~ fails to designate a representative to act as chairman of a the meeting, ~~the chairman of the meeting~~ IRSA shall ~~be: (i)~~ designate a member of the Supervisory Committee ~~designated~~ to act as chairman of the meeting. If IRSA fails to designate such a person, the Chairman of the meeting shall be (i) a person elected by ~~IRSA PC;~~ vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting, (ii) ~~should IRSA PC fail to designate~~ a ~~member~~ representative of the ~~Supervisory Committee~~CNV, ~~a representative designated by~~ at the ~~controlling government agency;~~ request of the Holders of Securities or (iii) ~~should the controlling government agency fail to designate~~ a ~~representative, a Person~~ person appointed by a competent court. ~~Notwithstanding the foregoing, if~~ If the meeting is called by the CNV or by a competent court ~~at the~~ upon request of the Holders of the ~~Securities of a Series~~Securities, the CNV or the competent court shall designate a ~~Person~~ person to act as chairman. The secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the meeting. At any meeting of Securityholders of a any Series, each Securityholder of such Series or proxy shall be entitled to cast one vote for each U.S. dollar ~~or, if the Securities are denominated~~ or Dollar Equivalent in ~~a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency,~~ principal amount of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, ~~Original Issue Discount~~ original issue discount Securities, shall be entitled to one vote at any such meeting for each U.S. dollar ~~or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency~~ or Dollar Equivalent of the redemption value of such Security calculated by as of the date of such meeting. Where Securities are denominated in one or more currencies other than U.S. dollars, the Dollar Equivalent of such Securities shall be calculated at the Exchange ~~Rate Agent as of~~ Rates on the date of such meeting or, in the case of written consents or notices, on such dates as IRSA PC shall designate for such purpose. No vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of Holders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (ef) The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the serial number or numbers of the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ~~ballots~~ original reports of the ~~votes~~inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (fg) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the ~~Euro MTF~~EuroMTF, the ~~Merval~~ BASE or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the ~~Merval~~BASE, the MAE or such ~~other~~ securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 1 contract

Samples: Indenture (Irsa Investments & Representations Inc)

Securityholders Meetings. ~~Each~~ SECTION 8.01. A meeting of ~~IRSA PC~~ Securityholders may be called at any time and from time to time pursuant to the provisions of this Article Eight for any of the following purposes: (~~through~~ a) to give any notice to the ~~Board~~ Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of ~~Directors~~ any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the ~~Supervisory Committee~~ provisions of ~~IRSA PC~~Article Six; (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Ten; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 13.02; or (d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 8.02. The Trustee may at any time call a meeting of Securityholders of all series that may be affected by the ~~Holders of the Securities of~~ action proposed to be taken, to take any ~~Series for the purpose of entering into a supplemental indenture as provided~~ action specified 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 Series8.01, 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~~ the Trustee shall determine~~; provided that the meetings will be held in the City~~ . Notice of ~~Buenos Aires in accordance with the Negotiable Obligations Law. Any resolution duly passed at a~~ every meeting ~~held in accordance with this Section 6.6~~ of the ~~Holders~~ Securityholders of a series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of ~~a Series will be binding~~ such series at their addresses as they shall appear on ~~all Holders~~ the Security Register (including the records of ~~the Securities of such Series (whether or not they were present at the meeting at which such resolution was passed~~any Security Co Registrar). ~~If a meeting is being held pursuant to the written request of Holders, the agenda for the meeting~~ Such notice 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 mailed not less than ~~ten (10) days~~ 20 nor more than ~~thirty (30)~~ 90 days prior to the date fixed for the ~~meeting~~ meeting. SECTION 8.03. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least 10% 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 aggregate principal amount of the Securities of a ~~Series~~ series then outstanding that may be ~~simultaneously convened for two (2) dates, in case~~ affected by the ~~initial meeting were~~ action proposed to be ~~adjourned for lack~~ taken, shall have requested the Trustee to call a meeting of ~~quorum. However~~Securityholders of such series, ~~for meetings that include~~ by written request setting forth in reasonable detail the ~~agenda items requiring unanimous approval by~~ action proposed to be taken at the ~~Holders~~meeting, and the Trustee shall not have mailed the notice of ~~a new~~ such meeting ~~resulting from adjournment~~ within 20 days after receipt of such request, then the ~~initial meeting for lack of quorum shall be given not less than eight (8) days prior to~~ Company or such Securityholders may determine the ~~date fixed~~ time and the place for such ~~new~~ meeting and ~~shall be published for three (3) Business Days~~ may call such meeting to take any action authorized in ~~the Official Gazette of Argentina~~Section 8.01, ~~a newspaper of wide circulation~~ by mailing notice thereof as provided in ~~Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval)~~Section 8.02. SECTION 8.04. To be entitled to vote at any meeting of Securityholders a ~~Person~~ person shall (a) be a ~~Holder~~ holder of one or more Securities as of a series affected by the ~~relevant record date determined pursuant~~ action proposed to ~~Section 6.2~~ be taken at the meeting or (b) be a ~~Person~~ person appointed by an instrument in writing as proxy by a holder of one or more such ~~Holder~~Securities. The only ~~Persons~~ persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the ~~Persons~~ persons entitled to vote at such meeting and their ~~counsel,~~ counsel and any representatives of ~~IRSA PC~~ the Trustee and its counsel and any representatives of the ~~Trustee~~ Company and its counsel. SECTION 8.05. ~~With respect to all matters not contemplated in~~ Notwithstanding any other provisions of this Indenture, ~~meetings of Securityholders will be held in accordance with Argentine Companies Law. (a) The quorum at~~ the Trustee may make such reasonable regulations as it may deem advisable for any meeting of ~~Holders~~ Securityholders, in regard to proof of the holding of Securities ~~of a Series called to adopt a resolution will be Persons holding or representing a majority in aggregate principal amount~~ and of the ~~Outstanding Securities~~ appointment of ~~such Series~~ proxies, and ~~at any reconvened adjourned meetings will be~~ in regard to the ~~Persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened~~ appointment and ~~at which a quorum is present~~duties of inspectors of votes, ~~any resolution to modify or amend~~the submission and examination of proxies, ~~or to waive compliance with, any provision~~ certificates and other evidence of the ~~Securities of a Series (~~right to vote, and such other ~~than items requiring consent of each Holder of a Security of such Series) will be validly passed and decided if approved by~~ matters concerning the ~~Persons entitled to vote a majority in aggregate principal amount~~ conduct of the ~~Securities of such Series then Outstanding represented and voting at the meeting~~meeting as it shall think fit. ~~Any instrument given~~ The Trustee shall, by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to this Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time Outstanding directly and adversely affected thereby, shall modify, amend or waive any of the items included in clauses (a) through (g) of Section 7.2. (b) Any Securityholder who has executed an instrument in ~~writing appointing~~ writing, appoint a ~~Person~~ temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as ~~proxy shall be deemed to be present for~~ provided in Section 8.03, in which case the ~~purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present~~ Company or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section 6.6 shall be binding on all the Securityholders ~~of such Series whether or not present or represented at~~ calling the meeting. (c) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of IRSA PC. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, ~~or the Common Depositary therefor. (d) The Trustee, acting as a representative of the Holders, may~~ shall in like manner appoint a representative to act as the chairman of each meeting of the Holders of the Securities of a Series. If the Trustee elects not to designate a representative to act as chairman of a meeting, the chairman of the meeting shall be: (i) a member of the Supervisory Committee designated by IRSA PC; (ii) should IRSA PC fail to designate a member of the Supervisory Committee, a representative designated by the controlling government agency; or (iii) should the controlling government agency fail to designate a representative, a Person appointed by a competent court. Notwithstanding the foregoing, if the meeting is called by the CNV or by a competent court at the request of the Holders of the Securities of a Series, the CNV or the competent court shall designate a Person to act as temporary chairman. ~~The~~ A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the ~~Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the~~ meeting. At Subject to the provisions of Section 7.03, at any meeting of Securityholders of a ~~Series~~series, each Securityholder of such ~~Series~~ series or such Securityholder's proxy shall be entitled to cast one vote for each U.S. dollar or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency, of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, Original Issue Discount Securities, shall be entitled to one vote ~~at any such meeting~~ for each ~~U.S. dollar or, if the~~ $1,000 principal amount of Securities ~~are denominated in a Specified Currency other than U.S. dollars, one vote for each unit~~ of such ~~Specified Currency of the redemption value of such Security calculated~~ series outstanding held or represented by ~~the Exchange Rate Agent as of the date of such meeting or~~him; provided, ~~in the case of written consents or notices~~however, ~~on such dates as IRSA PC shall designate for such purpose. No~~ that no vote shall be cast or counted at any meeting in respect of any Security challenged as not ~~Outstanding~~ outstanding and ruled by the chairman of the meeting to be not ~~Outstanding~~outstanding. The chairman of the meeting shall have no right to vote ~~except~~ other than by virtue of Securities of such series held by him or instruments in writing as ~~a Holder or proxy~~aforesaid duly designating him as the person to vote on behalf of other Securityholders of such series. ~~Any~~ At any meeting of ~~Holders~~ the Securityholders duly called at pursuant to the provisions of Section 8.02 or 8.03, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a ~~quorum is present~~ quorum, and any such meeting may be adjourned from time to ~~time~~time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. ~~(e)~~ SECTION 8.06. The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written ~~ballot~~ ballots on which shall be subscribed the signatures of the ~~Securityholders~~ holders of Securities of such series or ~~proxies~~ of their representatives by proxy and ~~on which shall be inscribed~~ the ~~serial number or numbers~~ principal amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ~~ballots~~ original reports of the ~~votes. The record shall be signed~~ inspectors of votes on any vote by ballot taken thereat, and ~~verified~~ affidavits by one or more persons having knowledge of the ~~chairman and secretary~~ facts setting forth a copy of the notice of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein statedshowing that said notice was mailed as provided in Section 8. (f) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Merval or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the Merval, the MAE or such other securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.

Appears in 1 contract

Samples: Senior Debt Indenture (Mobile Mini Inc)

Securityholders Meetings. ~~Each~~ SECTION 8.01. A meeting of ~~IRSA PC~~ Securityholders may be called at any time and from time to time pursuant to the provisions of this Article Eight for any of the following purposes: (~~through~~ a) to give any notice to the ~~Board~~ Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of ~~Directors~~ any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the ~~Supervisory Committee~~ provisions of ~~IRSA PC~~Article Six; (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Ten; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 13.02; or (d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 8.02. The Trustee may at any time call a meeting of Securityholders of all series that may be affected by the ~~Holders of the Securities of~~ action proposed to be taken, to take any ~~Series for the purpose of entering into a supplemental indenture as provided~~ action specified 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 Series8.01, 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 in the Borough of Manhattan, The City of New York, as ~~IRSA PC~~ the Trustee shall determine~~; provided that the meetings will be held in the City~~ . Notice of ~~Buenos Aires in accordance with the Negotiable Obligations Law. Any resolution duly passed at a~~ every meeting ~~held in accordance with this Section 6.6~~ of the ~~Holders~~ Securityholders of a series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of ~~a Series will be binding~~ such series at their addresses as they shall appear on ~~all Holders~~ the register of the ~~Securities of such Series (whether or not they were present at the meeting at which such resolution was passed)~~Company. ~~If a meeting is being held pursuant to the written request of Holders, the agenda for the meeting~~ Such notice 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 mailed not less than ~~ten (10) days~~ 20 nor more than ~~thirty (30)~~ 90 days prior to the date fixed for the ~~meeting~~ meeting. SECTION 8.03. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least 10% 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 aggregate principal amount of the Securities of a ~~Series~~ series then outstanding that may be ~~simultaneously convened for two (2) dates, in case~~ affected by the ~~initial meeting were~~ action proposed to be ~~adjourned for lack~~ taken, shall have requested the Trustee to call a meeting of ~~quorum. However~~Securityholders of such series, ~~for meetings that include~~ by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place in the ~~agenda items requiring unanimous approval by the Holders, notice~~ Borough 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~~ Manhattan for such ~~new~~ meeting and ~~shall be published for three (3) Business Days~~ may call such meeting to take any action authorized in ~~the Official Gazette of Argentina~~Section 8.01, ~~a newspaper of wide circulation~~ by mailing notice thereof as provided in ~~Argentina and the Merval’s Informative Bulleting (as long as the Securities are listed and traded on the Merval)~~Section 8.02. SECTION 8.04. To be entitled to vote at any meeting of Securityholders a ~~Person~~ person shall (a) be a ~~Holder~~ holder of one or more Securities as of a series affected by the ~~relevant record date determined pursuant~~ action proposed to ~~Section 6.2~~ be taken at the meeting or (b) be a ~~Person~~ person appointed by an instrument in writing as proxy by a holder of one or more such ~~Holder~~Securities. The only ~~Persons~~ persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the ~~Persons~~ persons entitled to vote at such meeting and their ~~counsel,~~ counsel and any representatives of ~~IRSA PC~~ the Trustee and its counsel and any representatives of the ~~Trustee~~ Company and its counsel. SECTION 8.05. ~~With respect to all matters not contemplated in~~ Notwithstanding any other provisions of this Indenture, ~~meetings of Securityholders will be held in accordance with Argentine Companies Law. (a) The quorum at~~ the Trustee may make such reasonable regulations as it may deem advisable for any meeting of ~~Holders~~ Securityholders, in regard to proof of the holding of Securities ~~of a Series called to adopt a resolution will be Persons holding or representing a majority in aggregate principal amount~~ and of the ~~Outstanding Securities~~ appointment of ~~such Series~~ proxies, and ~~at any reconvened adjourned meetings will be~~ in regard to the ~~Persons present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened~~ appointment and ~~at which a quorum is present~~duties of inspectors of votes, ~~any resolution to modify or amend~~the submission and examination of proxies, ~~or to waive compliance with, any provision~~ certificates and other evidence of the ~~Securities of a Series (~~right to vote, and such other ~~than items requiring consent of each Holder of a Security of such Series) will be validly passed and decided if approved by~~ matters concerning the ~~Persons entitled to vote a majority in aggregate principal amount~~ conduct of the ~~Securities of such Series then Outstanding represented and voting at the meeting~~meeting as it shall think fit. ~~Any instrument given~~ The Trustee shall, by or on behalf of any Holder of a Security in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Security. Any modifications, amendments or waivers to this Indenture or to the Securities of a Series will be conclusive and binding upon all Holders of Securities of such Series whether or not they have given such consent or were present at any meeting, and on all Securities of such Series; provided that no such modifications, amendments or waivers, without consent of each Holder of a Security of such Series at the time Outstanding directly and adversely affected thereby, shall modify, amend or waive any of the items included in clauses (a) through (g) of Section 7.2. (b) Any Securityholder who has executed an instrument in ~~writing appointing~~ writing, appoint a ~~Person~~ temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as ~~proxy shall be deemed to be present for~~ provided in Section 8.03, in which case the ~~purposes of determining a quorum and be deemed to have voted; provided that such Securityholder shall be considered as present~~ Company or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of Securityholders of a Series duly held in accordance with this Section 6.6 shall be binding on all the Securityholders ~~of such Series whether or not present or represented at~~ calling the meeting. (c) The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed or certified by any notary public, bank or trust company or judicially certified in the manner provided under Argentine law. The following persons may not act as proxies: members of the Board of Directors or of the Supervisory Committee of IRSA PC and managers and other employees of IRSA PC. The holding of Securities shall be proved by the Register maintained in accordance with Section 2.10; provided that the holding of a beneficial interest in a DTC Global Security shall be proved by a certificate or certificates of DTC and the holding of a beneficial interest in an Euroclear/Clearstream Global Security shall be proved by a certificate or certificates of Euroclear or Clearstream, as the case may be, ~~or the Common Depositary therefor. (d) The Trustee, acting as a representative of the Holders, may~~ shall in like manner appoint a representative to act as the chairman of each meeting of the Holders of the Securities of a Series. If the Trustee elects not to designate a representative to act as chairman of a meeting, the chairman of the meeting shall be: (i) a member of the Supervisory Committee designated by IRSA PC; (ii) should IRSA PC fail to designate a member of the Supervisory Committee, a representative designated by the controlling government agency; or (iii) should the controlling government agency fail to designate a representative, a Person appointed by a competent court. Notwithstanding the foregoing, if the meeting is called by the CNV or by a competent court at the request of the Holders of the Securities of a Series, the CNV or the competent court shall designate a Person to act as temporary chairman. ~~The~~ A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the ~~Holders of a majority in aggregate principal amount of the Securities of the relevant Series represented at the~~ meeting. At Subject to the provisions of Section 7.03, at any meeting of Securityholders of a ~~Series,~~ series each Securityholder of such ~~Series~~ series or such Securityholder's proxy shall be entitled to cast one vote for each U.S. dollar or, if the Securities are denominated in a Specified Currency other than U.S. dollars, one vote for each unit of such Specified Currency, of the Securities held by such Holder or represented by such proxy. Notwithstanding the foregoing, at any meeting of Holders of more than one Series of Securities, a Holder of a Security which does not specify regular payments of interest, including without limitation, Original Issue Discount Securities, shall be entitled to one vote ~~at any such meeting~~ for each ~~U.S. dollar or, if the~~ $1,000 principal amount of Securities ~~are denominated in a Specified Currency other than U.S. dollars, one vote for each unit~~ of such ~~Specified Currency of the redemption value of such Security calculated~~ series outstanding held or represented by ~~the Exchange Rate Agent as of the date of such meeting or~~him; provided, ~~in the case of written consents or notices~~however, ~~on such dates as IRSA PC shall designate for such purpose. No~~ that no vote shall be cast or counted at any meeting in respect of any Security challenged as not ~~Outstanding~~ outstanding and ruled by the chairman of the meeting to be not ~~Outstanding~~outstanding. The chairman of the meeting shall have no right to vote ~~except~~ other than by virtue of Securities of such series held by him or instruments in writing as ~~a Holder or proxy~~aforesaid duly designating him as the person to vote on behalf of other Securityholders of such series. ~~Any~~ At any meeting of ~~Holders~~ the Securityholders duly called at pursuant to the provisions of Section 8.02 or 8.03 the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a ~~quorum is present~~ quorum, and any such meeting may be adjourned from time to ~~time~~time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. ~~(e)~~ SECTION 8.06. The vote upon any resolution submitted to any meeting of Securityholders of a series affected by the action proposed to be taken at the meeting shall be by written ~~ballot~~ ballots on which shall be subscribed the signatures of the ~~Securityholders~~ holders of Securities of such series or ~~proxies~~ of their representatives by proxy and ~~on which shall be inscribed~~ the ~~serial number or numbers~~ principal amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the ballots of the votes. The record shall be signed and verified by the chairman and secretary of the meeting and one of the duplicates shall be delivered to IRSA PC and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (f) If and for so long as the Securities of any Series are listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Merval or any other securities exchange, and for negotiation in the MAE, meetings of Holders of such Securities and notices thereof shall comply with the applicable rules of the Luxembourg Stock Exchange, the Merval, the MAE or such other securities exchange, as applicable. (g) For avoidance of doubt, the Trustee shall not be required or otherwise obligated to attend any meeting of the Holders of the Securities of any Series; provided however that in the event IRSA PC or the Holders notify the Trustee that a meeting of the Holders of the Securities will be held, upon request of IRSA PC, the Trustee shall deliver written notice to the requesting party indicating whether or not the Trustee shall attend such meeting.each

Appears in 1 contract

Samples: Indenture (Travelers Group Inc)

Common use of Securityholders Meetings Clause in Contracts