Major Business Decisions Clause Samples

Major Business Decisions. Except as expressly contemplated by this Agreement, for so long as the Seller is Président of the Company, the Seller, as Président of the Company (including acting in the Company’s capacity as Président or Gérant of the Company’s Subsidiaries), shall (i) not do and shall cause the Company or any of its Subsidiaries not to do any of the following acts unless and until the same has been approved in writing by the Buyer and (ii) take and shall cause the Company or such Subsidiary to take any and all necessary or desirable actions to do any of the following acts as requested in writing by the Buyer: (a) propose to the shareholders’ meeting of the Company or each of its Subsidiaries, or vote any resolution, or use any authorizations or powers granted by the shareholders’ meeting of the Company or each of its Subsidiaries, and more generally take any action within the powers of the President of the Company (including acting in the Company’s capacity as Président or Gérant of the Company’s Subsidiaries) pertaining to: (i) any amendment to the Company’s or any of its Subsidiaries’ by-laws (statuts); (ii) the issuance of shares or any other form of equity or other ownership interest (or any right or interest exercisable or convertible into an equity or other ownership interest) in the Company or any of its Subsidiaries; (iii) the approval of any transfer of shares in any of the Company’s Subsidiaries; (iv) the modification of the corporate governance of any of the Company’s Subsidiaries, including the appointment or removal of any manager (including any Président, Gérant, or Directeur Général) or board member; (b) declare or pay a cash or other dividend or distribution on the Company’s or any of its Subsidiaries’ outstanding equity or other ownership interests, including any interim dividend (acomptes sur dividends); (c) enter into any compensation arrangement between the Company or any of its Subsidiaries and any executive officer providing for aggregate annual compensation, including the fair value of any equity interests granted or expected to be granted, in excess of €75,000, or represents an aggregate compensation increase greater than or equal to 5% of such executive officer’s existing compensation; (d) materially change the terms of any Plan or employee agreement or increase (or commit, orally or in writing, to increase) compensation or benefits payable under any Plan (including accelerating the right to receive benefits or payments thereunder), or increase...