Common use of Major Business Decisions Clause in Contracts

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 the rate of compensation of employees or directors generally, except in the ordinary course of business; (e) adopt (or commit, orally or in writing, to adopt) a new Plan or terminate (or commit, orally or in writing, to terminate) any existing Plan; (f) incur any additional indebtedness, whether through the entering into new facility agreements or in connection with the increase of any existing facilities or otherwise; (g) loan to, or guarantee or assume any loan or obligation on behalf of, any director, officer, employee or shareholder of the Company or any of its Subsidiaries (other than loans not in excess of €10,000 individually or €20,000 in the aggregate to any employee of the Company or any of its Subsidiaries); (h) create or provide for any guarantee, indemnity, counter-indemnity, letter of comfort or other similar Contract to secure an obligation of a third party; (i) create, assume or suffer the existence of any Encumbrance on any assets or equity or other ownership interests of the Company or any of its Subsidiaries (including all Company IP), except in the ordinary course of business; (j) enter into, amend or modify in any material respect or terminate any Contract that (i) involves a future or potential Liability or receivable, as the case may be, in excess of €25,000 on an annual basis or in excess of €50,000 over the current Contract term, (ii) has a term greater than one year and cannot be cancelled by the Company or any of its Subsidiaries without penalty or further payment and without more than 90 days’ notice, or (iii) is material to the business, operations, assets, financial condition, results of operations or prospects of the Company or any of its Subsidiaries; (k) enter into, amend or modify in any material respect or terminate any broker, distributor, supplier, licensing, design, dealer, manufacturer’s representative, franchise, agency, continuing sales or purchase Contract; (l) enter into, amend or modify in any material respect or terminate any sales promotion, market research, marketing, consulting or advertising Contract, other than as contemplated by the annual business plans and/or budgets of the Company and its Subsidiaries as approved by the Buyer pursuant to Section 8.3(t); (m) enter into any new joint venture, partnership, strategic alliance, exclusive dealing, noncompetition or similar Contract; (n) enter into any transaction with any Related Party of the Company or any of its Subsidiaries; (o) make or commit to make any capital expenditure or group of related capital expenditures equal to or in excess of €100,000; (p) enter into, commit to or propose any extraordinary corporate transaction, including any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, or other altering of the Company’s or any of its Subsidiaries’ corporate structure; (q) purchase or otherwise acquire, or sell, lease, license, transfer or otherwise dispose of, any business segment, or any equity or other financial interests in any company or other undertaking (including any share in the Company’s or any of its Subsidiary’s share capital), or otherwise create any business division or subsidiary; (r) sell, lease, license, transfer or otherwise dispose of any right in any Intellectual Property used or owned at any time by the Company or any of its Subsidiaries; (s) purchase or otherwise acquire, or sell, lease, license, transfer or otherwise dispose of any material asset, property or right of the Company or any of its Subsidiaries (other than Intellectual Property rights referred to in the above paragraph) for an amount in excess of €10,000; (t) adopt, amend or otherwise materially change the Company’s or any of its Subsidiaries’ annual business plan and budget for each fiscal year; (u) materially alter the Company’s or any of its Subsidiaries’ product type or product mix (the Seller expressly acknowledging and agreeing that the Buyer shall have the right and power to direct the operations and the business of the Company and its Subsidiaries after the Closing Date, including, subject to market conditions, focusing the Company’s and its Subsidiaries’ production, marketing and sales strategy primarily on Palladium’s Pampa shoe and models that have a similar trade dress or appearance); (v) file or assert against a third party, or settle, any dispute, claim or litigation where the amount to be paid, written off or received is €15,000 or more; provided, that the Buyer must approve the settlement of any claim (regardless of amount) involving an allegation of fraud, deceit, misrepresentation or any similar claim (including moral turpitude) against the Company or any of its Subsidiaries; and (w) change the Company’s or any of its Subsidiaries’ accounting principles, methods or practices or the manner in which such entity keeps its books and records, or change any of its current practices with regard to sales, receivables, payables, accrued expenses or accrued bonuses, except as required by GAAP.