AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 19)

Negative Pledge: In the Terms and Conditions of the Notes the Issuer agrees – sub-

ject to certain exceptions – not to create or permit to subsist, and

to procure that none of its subsidiaries will create or permit to sub-

sist, any security for any Capital Market Indebtedness or any

granted guarantee or indemnity in respect of any Capital Market

Indebtedness of any other person, without at the same time provid-

ing all amounts payable under the Notes either the same or equiva-

lent security, all as more fully set out in the Terms and Conditions

of the Notes. “Capital Market Indebtedness” means any obliga-

tion for the payment of borrowed money which is in the form of,

or represented or evidenced by, either (i) a certificate of indebted-

ness (Schuldschein) governed by German law or by (ii) bonds,

loan stock, notes or other securities which are, or are capable of

being, quoted, listed, dealt in or traded on a stock exchange or

other recognized securities market.

Events of Default: The Notes will provide for certain events of default entitling

Noteholders to demand immediate redemption of the Notes, all as

more fully set out in the Terms and Conditions of the Notes.

Resolutions of Noteholders: In accordance with the German Act on Debt Securities of 2009

(Schuldverschreibungsgesetz), the Terms and Conditions of the

Notes contain provisions pursuant to which the Holders of the

Notes may agree by resolution to amend the Terms and Conditions

of the Notes relating to the Notes and to decide upon certain other

matters regarding the Notes relating to the Notes, without limita-

tion, the appointment or removal of a common representative for

the Noteholders. Resolutions of Noteholders properly adopted, by

vote taken without a meeting in accordance with the Terms and

Conditions of the Notes, are binding upon all Noteholders. Resolu-

tions which do not provide for identical conditions for all Note-

holders are void, unless Noteholders which are disadvantaged ex-

pressly consent to their being treated disadvantageously. In no

event, however, may any obligation to make any payment or ren-

der any other performance be imposed on any Noteholder by reso-

lution. As set out in the Terms and Conditions of the Notes, reso-

lutions providing for certain material amendments to the Terms

and Conditions of the Notes require a majority of not less than –

depending on the matter to be resolved – 75 %. Resolutions re-

garding other amendments are passed by a simple majority.

Governing Law: The Notes and the Guarantee are governed by German law.

Jurisdiction: Non-exclusive place of jurisdiction for any legal proceedings in

connection with the Notes is Frankfurt am Main. Exclusive place

of jurisdiction for any legal proceedings arising out of or in con-

nection with the Guarantee is Frankfurt am Main.

Expenses and Use of Proceeds: The expenses of the issue of the Notes and the commissions in

connection with the Offer of the Notes amount to up to approxi-

mately 3.4 % of the aggregate principal amount of the Notes or up

to EUR 4.25 million. The net proceeds from the issue of the Notes

will be used for the strengthening of its working capital require-

ments, product development and expansion of geographical reach

of the Issuer.

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AEG 21604 G Bedienungsanleitung Seite 19

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