Events of Default. In the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe, the holder of any Note may give written notice to the relevant Issuer and the Guarantor (if applicable) that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with, if appropriate and subject as otherwise provided herein, interest accrued to the date of repayment, upon the occurrence of any of the following events (each an Event of Default): (a) the Issuer is in default for any reason whatsoever with respect to the payment of any sum when due or the transfer of any Underlying Assets transferable in respect of the Notes, which default, in the case of any interest payment, has continued for more than 14 days unless the Guarantor shall have remedied such default before the expiry of such period and save that late transfer of any Underlying Assets in the circumstances referred to in Condition 6(a)(iii) shall not constitute an Event of Default hereunder; or (b) the Issuer is in default in the performance of any other obligation under these Terms and Conditions and, if such default is capable of being remedied by the Issuer or the Guarantor, such default has not been so remedied within 30 days after written notification from any Noteholder requiring such default to be remedied has been given to the Issuer; or (c) the Issuer is in default under any bond, debenture, note or other evidence of indebtedness (including indebtedness arising under a guarantee) for money borrowed or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer, whether such indebtedness now exists or is hereafter incurred, which has resulted in such indebtedness becoming or being declared due and payable, prior to the date on which it would otherwise have become due and payable, or any such indebtedness is not paid at the stated maturity thereof and such failure to pay continues beyond the grace period, if any, applicable thereto (except, in any of the foregoing cases, where the obligation to pay such indebtedness is being disputed in good faith); or (d) the Issuer is adjudicated or found bankrupt or insolvent, or suspends payment, or any order or action is made or taken by any competent court or administrative agency (including, without limitation, in the case of SG Option Europe only, in relation to any protection proceedings, judicial rehabilitation or judicial liquidation), or any resolution is passed by the Issuer, to apply for judicial composition proceedings with its creditors or, in the case of SG Option Europe only, to apply for protection proceedings, judicial rehabilitation, judicial liquidation or voluntary liquidation or for the appointment of a receiver or trustee or other similar official in insolvency proceedings in relation to the Issuer or a substantial part of its assets, or the Issuer is wound up or dissolved; or (e) in the case of any Series of Notes in respect of which the Guarantee is stated as being applicable, the Guarantee ceases to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or notice is given by the Guarantor which would cause the Guarantee to cease to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or is rendered void for any cause or by any means whatsoever or any legislation is introduced the result of which would be to remove the benefit of the Guarantee from the Notes, the Receipts or the Coupons, or terminate or amend the same in a manner materially adverse to the interests of the Noteholders, the Receiptholders or the Couponholders, or the Guarantor is unable to perform its obligations thereunder for any reason.
Appears in 1 contract
Samples: Domesticmot
Events of Default. In the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe, the holder of any Note may give written notice to the relevant Issuer and the Guarantor (if applicable) that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with, if appropriate and subject as otherwise provided herein, interest accrued to the date of repayment, upon the occurrence of If any of the following events occurs and is continuing (each an "Event of Default"), then, in the case of Event of Default 10(f) (Insolvency) the Notes shall automatically become immediately due and payable and, in the case of each of the other Events of Default, any Noteholder may, by written notice addressed to the Issuer and delivered to the Issuer or to the specified office of the Fiscal Agent and specifying one or more of the Events of Default to which such notice relates, request that all (but not some only) of the Notes then outstanding become due and payable at their principal amount together (if applicable) with accrued interest (each such notice being a separate "Acceleration Request" in respect of each Event of Default specified therein (even if contained in a single document)) and all of the Notes then outstanding shall become due and payable at their principal amount together (if applicable) with accrued interest upon the earlier to occur of:
(i) Acceleration Requests being received by the Issuer from Noteholders representing not less than 20% in principal amount of the Notes then outstanding specifying the same Event of Default;
(ii) the Issuer or, where appointed, the Noteholders' Representative delivering to the specified office of the Fiscal Agent notice that it accepts any Acceleration Request (or more than one);
(iii) if neither of events (i) nor (ii) above has occurred in respect of any Acceleration Request, the Issuer having not, within fifteen days from the receipt of the first Acceleration Request specifying the relevant Event of Default, notified the Noteholders of the receipt of an Acceleration Request in accordance with Condition 15 (Notices) ("Potential Acceleration Notice", which notice may specify more than one Acceleration Request and shall specify the relevant Event of Default for each Acceleration Notice); and
(iv) if a Potential Acceleration Notice has been delivered to the Noteholders in accordance with this Condition 10, the relevant Acceleration Request being ratified by Noteholders representing at least 20% in principal amount of the Notes then outstanding by delivery of a written notice to the Issuer or the specified office of the Fiscal Agent, such notice to be delivered by no later than fifteen days following the date of the Potential Acceleration Notice, and the Issuer shall immediately upon the occurrence the earlier of (i) to (iv) to occur, send a notice to the Noteholders of the same in accordance with Condition 15 (Notices) (an "Acceleration Notice"):
(a) the Issuer Non-payment: any default is made in default for any reason whatsoever with respect to the payment of any sum when principal and such default continues for a period of five Business Days or interest due or the transfer of any Underlying Assets transferable in respect of the Notes, which default, in the case of any interest payment, has continued for more than 14 days unless the Guarantor shall have remedied and such default before the expiry continues for a period of such period and save that late transfer of any Underlying Assets in the circumstances referred to in Condition 6(a)(iii) shall not constitute an Event of Default hereunderten Business Days; or
(b) Breach of other obligations: except as otherwise specified in these Conditions, the Issuer does not perform or comply with any one or more of its other obligations relating to the Notes, which default is in default in the performance incapable of any other obligation under these Terms and Conditions andremedy or, if such default is capable of being remedied by the Issuer or the Guarantorremedy, such default has is not been so remedied within 30 days after written notification from any Noteholder requiring notice of such default to be remedied has shall have been given to the IssuerIssuer by any Noteholder; or
(c) Cross-default of the Issuer is or a Subsidiary:
(i) any other present or future indebtedness of the Issuer or any of its Subsidiaries for or in default under any bond, debenture, note or other evidence respect of indebtedness (including indebtedness arising under a guarantee) for money moneys borrowed or under any mortgage, indenture raised becomes (or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer, whether such indebtedness now exists or is hereafter incurred, which has resulted in such indebtedness becoming or becomes capable of being declared declared) due and payable, payable prior to the date on which it would otherwise have become due and payable, its stated maturity by reason of any actual or potential default or event of default (howsoever described); or
(ii) any such indebtedness is not paid at when due or, as the stated maturity thereof and such failure case may be, within any applicable grace period; or
(iii) the Issuer or any of their respective Subsidiaries fails to pay continues beyond when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the grace period, if any, applicable thereto (except, in any aggregate amount of the foregoing casesrelevant indebtedness, where guarantees and indemnities in respect of which one or more of the obligation to pay such indebtedness is being disputed events mentioned above in good faith)this Condition 10(c) have occurred equals or exceeds €10,000,000 or its equivalent; or
(d) Enforcement proceedings: a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer having an aggregate value of at least €5,000,000 or its equivalent other than any distress, attachment, execution or other legal process under or in connection with (i) a Permitted Reorganisation or (ii) any matter described in Condition 10(e) (Security Enforced) below) and in any such case unless such distress, attachment, execution or other legal process (i) is being disputed in good faith with a reasonable prospect of success as confirmed by an opinion of independent legal advisers of recognised standing or (ii) is discharged or stayed within 30 days after the date on which the Issuer is adjudicated or found bankrupt or insolvent, or suspends payment, or any order or action is made or taken by any competent court or administrative agency (including, without limitation, in the case of SG Option Europe only, in relation to any protection proceedings, judicial rehabilitation or judicial liquidation), or any resolution is passed by the Issuer, to apply for judicial composition proceedings with its creditors notified thereof or, in if later, the case of SG Option Europe only, to apply date specified therein for protection proceedings, judicial rehabilitation, judicial liquidation or voluntary liquidation or for the appointment of a receiver or trustee or other similar official in insolvency proceedings in relation to the Issuer or a substantial part of its assets, or the Issuer is wound up or dissolvedpayment; or
(e) in Security enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the case Issuer having an aggregate value of at least €100,000 becomes enforceable and any Series step is taken to enforce it (including the taking of Notes in respect possession or the appointment of a receiver, manager or other similar Person) unless discharged or stayed within 90 days after the date on which the Guarantee Issuer is stated as being applicable, the Guarantee ceases to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or notice is given by the Guarantor which would cause the Guarantee to cease to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or is rendered void for any cause or by any means whatsoever or any legislation is introduced the result of which would be to remove the benefit of the Guarantee from the Notes, the Receipts or the Coupons, or terminate or amend the same in a manner materially adverse to the interests of the Noteholders, the Receiptholders or the Couponholders, or the Guarantor is unable to perform its obligations thereunder for any reason.notified thereof; or
Appears in 1 contract
Samples: Admission to Quotation and Conclusion of Conditional Contracts
Events of Default. In the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe, the holder of any Note may give written notice to the relevant Issuer and the Guarantor (if applicable) that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with, if appropriate and subject as otherwise provided herein, interest accrued to the date of repayment, upon the occurrence of If any of the following events occurs and is continuing (each an "Event of Default"), then, in the case of Event of Default 10(f) (Insolvency) the Notes shall automatically become immediately due and payable and, in the case of each of the other Events of Default, any Noteholder may, by written notice addressed to the Issuer and delivered to the Issuer or to the specified office of the Fiscal Agent and specifying one or more of the Events of Default to which such notice relates, request that all (but not some only) of the Notes then outstanding become due and payable at their principal amount together (if applicable) with accrued interest (each such notice being a separate "Acceleration Request" in respect of each Event of Default specified therein (even if contained in a single document)) and all of the Notes then outstanding shall become due and payable at their principal amount together (if applicable) with accrued interest upon the earlier to occur of:
(i) Acceleration Requests being received by the Issuer from Noteholders representing not less than 30% in principal amount of the Notes then outstanding specifying the same Event of Default;
(ii) the Issuer delivering to the specified office of the Fiscal Agent notice that it accepts any Acceleration Request (or more than one);
(iii) if neither of events (i) nor (ii) above has occurred in respect of any Acceleration Request, the relevant Acceleration Request(s) (which shall be notified by the Issuer to the other Noteholders within 30 days from the receipt of the relevant Acceleration Request specifying the relevant Event of Default by delivery of a written notice, hereinafter a "Potential Acceleration Notice", which may specify more than one Acceleration Request and shall specify the relevant Event of Default for each Acceleration Request), being ratified by Noteholders representing at least 30% in principal amount of the Notes then outstanding by delivery of a written notice to the Issuer or the specified office of the Fiscal Agent by no later than fifteen days following the date of the delivery of a Potential Acceleration Notice, and the Issuer shall immediately upon the occurrence any the earlier of (i) to (iv), send a notice to the Noteholders of the same in accordance with Condition 15 (Notices) (an "Acceleration Notice"):
(a) the Issuer Non-payment: any default is made in default for any reason whatsoever with respect to the payment of any sum when principal and such default continues for a period of five Business Days or interest due or the transfer of any Underlying Assets transferable in respect of the Notes, which default, in the case of any interest payment, has continued for more than 14 days unless the Guarantor shall have remedied and such default before the expiry continues for a period of such period and save that late transfer of any Underlying Assets in the circumstances referred to in Condition 6(a)(iii) shall not constitute an Event of Default hereunderten Business Days; or
(b) Breach of other obligations: except as otherwise specified in these Conditions, the Issuer does not perform or comply with any one or more of its other obligations relating to the Notes, which default is in default in the performance incapable of any other obligation under these Terms and Conditions andremedy or, if such default is capable of being remedied by the Issuer or the Guarantorremedy, such default has is not been so remedied within 30 days after written notification from any Noteholder requiring notice of such default to be remedied has shall have been given to the IssuerIssuer by any Noteholder; or
(c) Cross-default of the Issuer is or a Subsidiary:
(i) any other present or future indebtedness of the Issuer or any of its Subsidiaries for or in default under any bond, debenture, note or other evidence respect of indebtedness (including indebtedness arising under a guarantee) for money moneys borrowed or under any mortgage, indenture raised becomes (or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer, whether such indebtedness now exists or is hereafter incurred, which has resulted in such indebtedness becoming or becomes capable of being declared declared) due and payable, payable prior to the date on which it would otherwise have become due and payable, its stated maturity by reason of any actual or potential default or event of default (howsoever described); or
(ii) any such indebtedness is not paid at when due or, as the stated maturity thereof and such failure case may be, within any applicable grace period; or
(iii) the Issuer or any of its Subsidiaries fails to pay continues beyond when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the grace period, if any, applicable thereto (except, in any aggregate amount of the foregoing casesrelevant indebtedness, where guarantees and indemnities in respect of which one or more of the obligation to pay such indebtedness is being disputed events mentioned above in good faith)this Condition 10(c) have occurred equals or exceeds €5,000,000 or its equivalent; or
(d) Enforcement proceedings: an attachment, execution or other enforcement process (which is executive (‘esecutivo’)) is levied or enforced on or against any part of the property, assets or revenues of the Issuer having an aggregate value of at least €3,000,000 or its equivalent, other than any attachment, execution or other enforcement process under or in connection with (i) a Permitted Reorganisation or (ii) any matter described in Condition 10(e) (Security Enforced) below and in any such case unless such attachment, execution or other enforcement process (i) is being disputed in good faith with a reasonable prospect of success as confirmed by an opinion of independent legal advisers of recognised standing or (ii) is discharged or stayed within 120 days after the date on which the Issuer is adjudicated or found bankrupt or insolvent, or suspends payment, or any order or action is made or taken by any competent court or administrative agency (including, without limitation, in the case of SG Option Europe only, in relation to any protection proceedings, judicial rehabilitation or judicial liquidation), or any resolution is passed by the Issuer, to apply for judicial composition proceedings with its creditors notified thereof or, in if later, the case of SG Option Europe only, to apply date specified therein for protection proceedings, judicial rehabilitation, judicial liquidation or voluntary liquidation or for the appointment of a receiver or trustee or other similar official in insolvency proceedings in relation to the Issuer or a substantial part of its assets, or the Issuer is wound up or dissolvedpayment; or
(e) in Security enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the case Issuer having an aggregate value of at least €500,000 becomes enforceable and any Series step is taken to enforce it (including the taking of Notes in respect possession or the appointment of a receiver, manager or other similar Person) unless such enforcement is discharged or stayed within 120 days after the date on which the Guarantee Issuer is stated as being applicable, the Guarantee ceases to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or notice is given by the Guarantor which would cause the Guarantee to cease to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or is rendered void for any cause or by any means whatsoever or any legislation is introduced the result of which would be to remove the benefit of the Guarantee from the Notes, the Receipts or the Coupons, or terminate or amend the same in a manner materially adverse to the interests of the Noteholders, the Receiptholders or the Couponholders, or the Guarantor is unable to perform its obligations thereunder for any reason.notified thereof; or
Appears in 1 contract
Samples: Admission to Quotation and Start of Conclusion Phase of Conditional Contracts
Events of Default. In If any of the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europefollowing events occurs, the holder Trustee, at its discretion, may, and, if so requested in writing by the holders of any Note may at least one quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction by the Noteholders), give written notice to the relevant Issuer and the Guarantor (if applicable) that the Notes are, and they shall accordingly forthwith immediately become, immediately due and repayable payable at their Early Redemption Amount, principal amount together with, (if appropriate and subject as otherwise provided herein, interest applicable) with accrued to the date of repayment, upon the occurrence of any of the following events (each an Event of Default):interest:
(a) the Issuer Non payment: any default is made in default for any reason whatsoever with respect to the payment of any sum when principal or interest due or the transfer of any Underlying Assets transferable in respect of the Notes, which default, in the case of any interest payment, has continued for more than 14 days unless the Guarantor shall have remedied and such default before the expiry continues for a period of such period and save that late transfer of any Underlying Assets in the circumstances referred to in Condition 6(a)(iii) shall not constitute an Event of Default hereunderseven Business Days; or
(b) Breach of other obligations: the Issuer is in default does not perform or comply with any one or more of its other obligations in the performance of any other obligation under these Notes (as indicated in the Terms and Conditions andof the Notes) or the Trust Deed, if such which default is not, where capable of being remedied by remedy (except in any case where the Issuer Trustee considers the failure to be incapable of remedy, when no continuation or the Guarantornotice as is hereinafter mentioned will be required), such default has not been so remedied within 30 days (or such longer period as the Trustee may permit) after written notification from any Noteholder requiring such a notice of default to be remedied has been given to the IssuerIssuer by the Trustee; or
(c) Cross-default of the Issuer is in default under or Material Subsidiary:
(i) any bond, debenture, note Indebtedness of the Issuer or other evidence of indebtedness (including indebtedness arising under a guarantee) for money borrowed or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer, whether such indebtedness now exists or is hereafter incurred, which has resulted in such indebtedness becoming or being declared due and payable, prior to the date on which it would otherwise have become due and payable, or any such indebtedness its Material Subsidiary is not paid at when due or (as the case may be) within any originally applicable grace period;
(ii) any such Indebtedness becomes due and payable prior to its stated maturity thereof by reason of default (however described) and is not paid, waived or remedied within 45 consecutive days;
(iii) the Issuer or its Material Subsidiary fails to pay when due any amount payable by it under any guarantee and/or indemnity given by it in relation to any Indebtedness unless (x) such payment obligation is contested, appealed or opposed in good faith before any competent authority within the applicable statutory terms and (y) the Trustee is provided by the Issuer with an opinion of a reputable law firm which confirms that any such action is reasonably grounded, provided that no such event shall constitute an Event of Default unless the amount of Indebtedness referred to in sub- paragraph (i), (ii) and/or (iii) above, either individually or in aggregate amounts to at least € 30,000,000.00 (or its equivalent in any other currency or currencies);
(d) Unsatisfied judgment:
(e) Security enforced:
(i) a secured party takes possession of, or a receiver, manager or other similar officer is appointed (or application for any such appointment is made) in respect of all or substantially all of the undertaking, assets and revenues of the Issuer or its Material Subsidiary and such failure to pay continues beyond the grace period, if any, applicable thereto (except, in any action or appointment is not discharged or suspended or payment of the foregoing cases, where the obligation to pay such indebtedness amount due is being disputed in good faith)not made within 45 consecutive days; or
(dii) a distress, execution, attachment, sequestration or other process is levied, enforced upon or put in force against all or substantially all of the undertaking, assets and revenues of the Issuer is adjudicated or found bankrupt or insolvent, or suspends payment, or any order of its Material Subsidiary and such enforcement or action is made not discharged or taken by any competent court suspended or administrative agency (including, without limitation, in the case of SG Option Europe only, in relation to any protection proceedings, judicial rehabilitation or judicial liquidation), or any resolution is passed by the Issuer, to apply for judicial composition proceedings with its creditors or, in the case of SG Option Europe only, to apply for protection proceedings, judicial rehabilitation, judicial liquidation or voluntary liquidation or for the appointment of a receiver or trustee or other similar official in insolvency proceedings in relation to the Issuer or a substantial part of its assets, or the Issuer is wound up or dissolved; or
(e) in the case of any Series of Notes in respect of which the Guarantee is stated as being applicable, the Guarantee ceases to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or notice is given by the Guarantor which would cause the Guarantee to cease to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or is rendered void for any cause or by any means whatsoever or any legislation is introduced the result of which would be to remove the benefit payment of the Guarantee from the Notes, the Receipts or the Coupons, or terminate or amend the same in a manner materially adverse to the interests of the Noteholders, the Receiptholders or the Couponholders, or the Guarantor amount due is unable to perform its obligations thereunder for any reason.not made within 45 consecutive days,
Appears in 1 contract
Samples: Admission to Quotation and Conclusion of Conditional Contracts