Representation of Noteholders. If this Indenture requires or permits actions to be taken based on instructions or directions of the Noteholders of a stated percentage of the Note Balance of the Notes (or the Controlling Class), the Clearing Agency will be deemed to represent those Noteholders only if it has received instructions to that effect from Note Owners and/or the Clearing Agency’s participants owning or representing, the required percentage of the beneficial interest of the Notes (or the Controlling Class) and has delivered the instructions to the Indenture Trustee.
Representation of Noteholders. In accordance with Article L.228-103 of the French Commercial Code (Code de commerce), the Noteholders will be grouped together in a collective group with a legal personality (the “Masse”) to defend their common interests. The Masse will be governed by the provisions of the French Commercial Code (Code de commerce) and by the conditions set out below, provided that notices calling a general meeting of Noteholders and the decisions passed at any general meeting of Noteholders will be given and published only as provided in this Condition 11. The Noteholders’ general meeting is competent to authorise amendments to the Terms and Conditions of the Notes and to vote on all decisions that require its approval under applicable law. The Noteholders’ general meeting also deliberates on any proposed merger or spin-off of the Issuer pursuant to Articles L.228-65, I, 3°, L.236-13 and L.236-18 of the French Commercial Code (Code de commerce), the provisions of which, along with those of Article L.228-73 of the French Commercial Code (Code de commerce), shall apply. Under current law, each Note carries the right to one vote. The general meeting of Noteholders may not validly deliberate unless the Noteholders present or represented hold at least one-fourth of the Notes carrying voting rights at the first meeting convocation and at least one-fifth at the second meeting convocation. Decisions made by the general meeting of Noteholders are only valid if approved by a majority of two-thirds of the votes of the Noteholders present or represented. In accordance with Article R.228-71 of the French Commercial Code (Code de commerce), the right of each Noteholder to participate in Noteholders’ general meetings will be evidenced by the entries in the books of the relevant financial intermediary holding the securities accounts of the name of such Noteholder as of 0:00 (Paris time) on the second (2nd) Business Day in Paris preceding the date set for the meeting of the relevant general meeting. In accordance with Articles L.228-59 and R.228-67 of the French Commercial Code (Code de commerce), notice of date, hour, place and agenda of any Noteholders’ general meeting will be given by way of a press release published by the Issuer which will also be posted on its website (xxx.xxxxxx.xxx/xxxxxxxxx) not less than fifteen (15) days prior to the date of such general meeting on first convocation, and five (5) days on second convocation. Each Noteholder has the right to participate in a Note...
