Technical Committee. For purposes of the good development of this Trust and with the rights and obligations set forth herein, the Founders-Beneficiaries create a Technical Committee (the “Technical Committee”) that shall be subject to the following rules: a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary. b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee. c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee. d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee. e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position. f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary. g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA. h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote. i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above. j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates. k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee. l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding. m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Irrevocable Trust Agreement (Mexican Economic Development Inc)
Technical Committee. A. For the purposes of Article 80, third paragraph of the good development of this Trust and with the rights and obligations set forth hereinFinancial Institutions Law, the Founders-Beneficiaries create a Technical Committee (the “Technical Committee”) that shall hereby be subject to created, comprised of the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be : TITLEHOLDERS represented M▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lagüera and in his absence Mr. ▇▇▇▇▇▇▇▇▇ 19.6 J▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 19.6 W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 8.8 I▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 8.8 M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6.9 Mayele de la P▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2.0
B. M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Arrendondo shall act as Chairman of the Technical Committee, Dr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Vice-Chairman, and M▇. ▇▇▇▇▇▇ de la P▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall act as Secretary to the Technical Committee.
C. Sessions of the Technical Committee shall be called by the Chairman, by the Secretary, by the Trustee, or by any committee member, through a written session announcement, which may be sent by fax, indicating the location, date, time, and agenda for the session in question. This session announcement must be received by each director at least five business days prior the date indicated for the meeting. Session announcements are not required when the totality of the members are present, or duly represented, at the Technical Committee session in question.
D. The Secretary, or the person designated by the Technical Committee, shall prepare a record for each session and send this record to the Trustee in order to prepare the instructions to reflect the resolutions of the Technical Committee, as applicable. The record must be signed by the Chairman, or Vice-Chairman, and by the Secretary.
E. Technical Committee sessions shall be considered duly convened when at least 60% of the total committee votes are present or represented. Resolutions must be passed with the approval of at least 60% of the total Technical Committee votes, with the exception of those circumstances stipulated in the Twelfth and Fourteenth Clauses herein, which require the approval of at least 75% of the Technical Committee votes. In the event quorum is not met at the first session, a second session announcement shall be made for the date determined by the members present, taking into account the notification period of five business days referred to in point C of this Clause. Resolutions forwarded in the second, or later, session must be passed with the same percentage of votes as would be required for first session meetings. The Technical Committee may adopt agreements out-of-session, provided these agreements are passed with a unanimous vote of the members with voting rights and these resolutions are ratified in writing and signed.
F. The distribution of the votes in accordance with point A of this Clause, shall reflect the proportion of the shareholdings of each sitting member on the Technical Committee at the time of signing this Agreement. In the event this proportion were to change as a result of the sale of shares between Settlors who are sitting members of the Committee or by the pledge of new shares to this Trust by these members, the number of votes shall be distributed, with the understanding that a redistribution would only be made in the event the variation were to exceed 1% in the holdings of one member, in relation to the total of pledged shares.
G. In the event of a temporary absence of a committee member, this member may designate, through a power of attorney, an alternate from among the remaining sitting members, with the understanding that this power of attorney shall be considered valid only for the Technical Committee session in question and not for multiple meetings nor for an indeterminate number of Technical Committee sessions.
H. Each sitting member of the Technical Committee must designate a direct family descendant to act as alternate in the event of death, incapacity, resignation, or definitive absence from the Technical Committee. The Settlors signing hereunder make this designation in point M of this Clause. The designation of the alternate with regards to the circumstances mentioned above may be modified, with no limitation, through written notification presented to the Technical Committee, with the understanding that the signature of the sitting member in question must ratified before a Notary Public. The Technical Committee shall not have the power to revoke nor modify the designation of any alternate in accordance with this paragraph. If for any reason, a definitive alternate is not designated, the Technical Committee shall make this designation and to do this must only consider the two eldest direct family members of the Committee member who has failed to make the corresponding designation.
I. For any definitive alternate, designated in accordance with the previous paragraph, to substitute the sitting member in question, under any of the circumstances in the previous point, and to therefore acquire the designation of sitting member of the Technical Committee, this definitive alternate must be at least 18 years of age and until this requisite is met, the corresponding absent votes shall be distributed proportionately and temporarily amongst the remaining sitting members present at each session.
J. Once an alternate has become a sitting member, in accordance with the previous paragraph, they must then propose a list of candidates to the Technical Committee for their own definitive alternate, in the event of death, incapacity, resignation, or the definitive absence of the new sitting member in question. The candidate list must include at least one direct descendant of M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Barraza (born in 1921). The Technical Committee shall select, the new alternate member, by a majority vote, from among the candidates proposed with the understanding that this decision shall be final.
K. In the event of the simultaneous death of a sitting member and their designated alternate in accordance with the previous points, the Technical Committee shall designate a new sitting member, being chosen from among the descendants of the original member, where possible. In the event the sitting member has no direct descendants, the Committee may, or not, designate a new sitting member and in the event this designation is not made, the corresponding votes shall be distributed, proportionately, as in the case for point I.
L. The right to sit on the Technical Committee may not be inherited, just as the transfer of shares through inheritance, or legacy, does not give the heir, or the legatee, the automatic right to sit on the Committee.
M. Initial list of sitting Members and definitive Alternates: M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇▇▇ ▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ I▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ I▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ de la P▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇
g) N. The Technical Committee shall meet at least twice a year, have all the first time during the first quarter of the year powers expressly designated for this Committee herein and the second on the fourth quarter of the same year, with the option to meet during any other timeshall resolve all matters not expressly described in this agreement. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in have the first call, with internal organization determined necessary for the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence fulfillment of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting voteobjectives.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Irrevocable Trust Administration Agreement (Administradora Corporativa Mercantil Sa De Cv)
Technical Committee. For purposes i. The Trust will have a technical committee of the good development of this Trust and with the rights and obligations set forth herein, the Founders-Beneficiaries create a Technical Committee three (3) persons (the “Technical Committee”) that ).
ii. The initial members of the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be subject two (2) years as of the Effective Date, and to the following rulesextent necessary, shall renew automatically for an additional term of two (2) years.
iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as follows:
a(1) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may the Voting Committee shall have the authority to appoint one two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining member of the Technical Committee and one or more alternate members, which may not be Founders-Beneficiariesany replacement thereof. In accordance with any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the aforementionedextent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the Founders-Beneficiaries, here by, appoint the members balance of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiaryterm being replaced.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performanceiv. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Voting Committee shall be Independent. Members of the Technical CommitteeCommittee may also be members of the Board of Directors.
e) v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct in writing to the Trustee in order all matters pursuant to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend Clause 11 not otherwise reserved to the shareholders’ meetings of FEMSA, representing Equity Settlors or the Trusted Shares. Furthermore, the Technical Voting Committee shall instruct pursuant to the Trustee in order to exercise the vote provisions of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her positionthis Trust.
f) The president of the Technical Committee shall be M▇vi. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a yearalso will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed beneficial interests in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares Trust represented by the members attending to such Technical CommitteeGlobal Trust Certificate, provided that it will should the Company be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to effect such registration pursuant to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting voteRegistration Rights Agreement.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Irrevocable Administration Trust Agreement (Satelites Mexicanos Sa De Cv)
Technical Committee. For purposes of (1) Upon the good development of this Trust and with the rights and obligations set forth hereinEffective Date, the Founders-Beneficiaries create a Technical Committee technical committee (the “Technical Committee”) that shall will be subject to the following rules:formed comprised of two (2) representatives of Silver Bull and two (2) representatives of South32.
a(2) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member Meetings of the Technical Committee will be held:
(a) during any part of a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and one South32 may agree); and
(b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or more alternate membersat such other intervals or places as Silver Bull and South32 may agree).
(3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting.
(4) For each meeting an agenda must, which at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees.
(5) The Technical Committee will, among other things, review:
(a) each Report and Budget; and
(b) all Exploration Data learned or obtained in connection with the Operations.
(6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget.
(7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine.
(8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be Founders-Beneficiaries. unreasonably withheld.
(9) In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint absence of agreement by the members of the Technical Committee in respect of any program and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibitbudget proposed by the Operator, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee Operations or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of any other matter before the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committeedirection or decision concerning, or its alternatefinal approval of, that attends to the corresponding meetingprograms, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary budgets, Operations or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in other matter before the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter term of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it this Agreement will be required given or made (as the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (icase may be) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation solely by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting voteSouth32.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Technical Committee. For purposes The Founders of the good development of this Trust and with the rights and obligations set forth herein, the Founders-Beneficiaries create a Technical Committee (the “"Technical Committee”") that shall be subject to the following rules:
a) It will be integrated permanently by the Founders of the Trust. Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted per Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to assets of this Trust, in cash, shall not grant a right of additional vote in the Technical Committeetrust.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
eb) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ ' meetings of FEMSAVISA, representing the Trusted SharesSHARES. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares SHARES in such shareholders’ ' meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ ' meetings of FEMSAVISA, or in which direction to vote the Trusted SharesSHARES, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares SHARES in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
fc) The president of the Technical Committee shall be MMr. Eugenio Garza Laguera and in ▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇. Jose Antonio Fernandez Carbajal, and ▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇b▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person rson appointed between them, the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-BeneficiaryFounder of the Trust.
gd) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held held, in any event, prior notice sent by the president, the secretary or the Trustee at the president’s 's request, secretary or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent by the Trustee to the members of the Technical Committee, to the domiciles appointed by them. Additionally to Furthermore, any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSAVISA.
he) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, members of the Technical Committee that represent the majority of the Trusted Shares, SHARES and in second call with any number of Trusted Shares SHARES that are represented. The Technical Committee’s 's resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by SHARES that represent the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares SHARES and that include are represented by at least the Trusted Shares SHARES of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation change of FEMSA VISA different to the transformation change from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA VISA or merger of FEMSA VISA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special and Especial Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “"D” " Shares of FEMSAVISA, as a consequence of its conversion into “"L” " Shares of FEMSA VISA in accordance with its by-laws; (vii) any operation by which FEMSA VISA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; and (viii) the acquisition by any mean, by FEMSA VISA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. VISA. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
kf) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s 's responsibility and a copy of such minute shall be sent to the members of the Committee.
lg) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
mh) Additionally to the meetings The members of the Technical Committee may no be removed of their responsibilities, which shall be honorary and as consequence will not have the Founders-Beneficiaries right to a any compensation for their performance an in the event of absence or definitive absence, shall meet once a year, prior notice sent to be replaced by the president, person who the secretary member in question of the Technical Committee or Committee, and in the Trustee at absence of such appointment, the president’s or secretary’s request or at person who will replace the request of at least by 3 (three) of its membersmember, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous callCommittee.
Appears in 1 contract
Sources: Irrevocable Trust Agreement (Mexican Economic Development Inc)
Technical Committee. For purposes (a) Pursuant to the provisions of the good development third paragraph of this Trust and with Article 80 of the rights and obligations set forth hereinLending Institutions Act, the Founders-Beneficiaries Trust Founders and the Creditor Trust Beneficiary hereby create a Technical Committee (the “Technical Committee”) that shall be subject to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member made up of the Technical Committee three regular members and one or more three alternate members, which each of whom may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members stand in for any of the regular members, pursuant to the following:
1. The Technical Committee will hold a meeting when one is called by any of its members or the Trustee and their alternates mentioned on Exhibit 5 hereof, establishing is personally notified in such Exhibit, the votes corresponding writing to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue Committee at least 5 (five) Business Days prior to the members date set for the respective meeting;
2. The Chairman of the Technical Committee new certificates, indicating will preside over the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trustmeetings; or, in cashhis absence, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced whoever is designated by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such memberattendees. In the event of death or absence of any member of the Committee, such member shall Meetings will be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, considered valid with the attendance of the all members, or their respective alternates, and decisions will only be valid with the unanimous vote of the Technical Committee that represent the majority of the Trusted Sharescommittee members, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company understanding that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting Chairman will cast the deciding vote. The Secretary of the Technical Committee will prepare the minutes for each meeting to record to decisions that were made. A copy of that document, duly signed by all members who attended the meeting, will be delivered to the Trustee, with the precise instructions that are in order, as applicable.
i) The 3. For all matters related to this Agreement, unanimous decisions made by committee members outside the Technical Committee may also meet and its agreement shall be validmeetings will have the same validity as if they had been adopted at a Technical Committee Meeting, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions providing they are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made written document prepared by the Technical Committee shall Secretary. A copy of that document, duly signed by all members, will be notified in writing delivered to the Trustee, by with the secretary of precise instructions that are in order, as applicable.
4. The Trustee and the advisors that the Technical CommitteeCommittee deems appropriate may attend the Technical Committee meetings, for on the duly compliance of understanding that they will have the correspondingright to speak, but not to vote.
m) Additionally to 5. In the meetings event of resignation, disability, death or any other situation that results in the permanent absence of any of the Technical Committee members, the Founders-Beneficiaries shall meet once Technical Committee itself will promptly name the successor or successors needed to have a year, prior notice sent to the president, the secretary minimum of two members at all times. The Chairman of the Technical Committee or will be responsible for providing the Trustee at with a written notice containing the president’s or secretary’s request or at the request names, personal information and sample signatures of at least by 3 (three) of its all committee members, with at least 7 (seven) business days prior to the date of the meeting; and
6. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president position of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous callMember will be honorific.
Appears in 1 contract
Technical Committee. For purposes of A. To efficiently achieve the good development objectives of this Trust and with the rights and obligations set forth hereinMOA, the Founders-Beneficiaries create a Technical Committee (the “Technical Committee”) that shall be subject formed to implement the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member cooperative natural resource damage assessment and restoration identification process pursuant to this MOA. The Committee will be comprised of the Technical designated representatives listed in Section XIV. Additionally, technical specialists and assessment/restoration contractors representing the Trustees and technical specialists and assessment/restoration contractors representing the Agreeing Party may participate on the Committee. Any technical specialist or assessment/restoration contractor representing the Agreeing Party on the Committee and must be an employee of either the Agreeing Party or one or more alternate members, which may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Agreeing Party’s assessment/restoration contractors. The Parties shall designate representatives who are able to consistently attend or participate in the Committee meetings and their alternates mentioned telephone conferences and who have the appropriate type and level of expertise. Each Party shall designate a representative who will be the main point of contact on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event The Parties agree that all representatives and technical representatives of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee any Party may be present at any and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed all locations where work undertaken pursuant to this TrustMOA is being performed. For purposes of this MOA, in cash“work” is any activity related to planning, shall not grant a right of additional vote in conducting and implementing the Technical Committee.
d) The members position in cooperative natural resource damage assessment and restoration identification process for the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced Texas City Y Spill as determined by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment including any activities agreed upon by the FoundersParties. “Work” shall not include inter- or intra-Beneficiariesagency meetings among the Trustees, including their assessment/restoration contractors, internal meetings of employees of and/or technical specialist(s) and/or assessment/restoration contractors retained by the Agreeing Party, meetings between a Party and its respective legal consultants or legal representatives or activities associated with independent studies.
B. In considering various potential cooperative activities, the person Parties anticipate that the Committee will first discuss the work, then evaluate potential approaches to develop a study plan, and finally cooperatively develop appropriate work plans and work plan budgets. The Committee shall replace such member shall be appointed meet, as necessary, to determine appropriate cooperative actions; evaluate and analyze information; negotiate, review and approve any work plans or other necessary planning or implementation documents; decide upon appropriate documentation for the cooperative assessment; and seek resolution of disputes pursuant to Section XI. All of the following, when approved in writing by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their considerationconsidered “cooperative studies” under this MOA: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versawork plans; (ii) spin-off of FEMSA or merger of FEMSA with other companywork plan budgets and supplemental budgets; and (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) results from any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution study relevant to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement cooperative assessment. All cooperative studies shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) abovereduced to writing.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Memorandum of Agreement
Technical Committee. For purposes 4.1 The PROJECT will be managed by CONTRACTOR, but the specific details of the good development of this Trust and with the rights and obligations set forth herein, the Founders-Beneficiaries create a Technical Committee (the “Technical Committee”) that work undertaken shall be subject to directed by the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint COMMITTEE. The COMMITTEE comprises of one member from each of the Technical Committee sponsoring PARTICIPANTS listed in Exhibit B and one or more alternate members, which may not be Founders-Beneficiariesany additional sponsors that subsequently join the PROJECT. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members Decisions of the Technical Committee COMMITTEE shall be binding upon PARTICIPANTS and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, CONTRACTOR and the votes corresponding to each member of quorum for the Technical Committee. In the event of changes in the trusted net worth, the Trustee COMMITTEE meetings shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiarybe attendees from six PARTICIPANTS.
b) Each new Founder-Beneficiary incorporated to 4.2 A PARTICIPANT represented on the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall COMMITTEE will have the right to one vote for each Trusted Share corresponding on that COMMITTEE. Such vote can be transferred or cast by proxy with prior written notification and before a COMMITTEE meeting. A PARTICIPANT may elect not to be represented on the Founder-Beneficiary COMMITTEE but in so doing that PARTICIPANT waives its right to a vote.
4.3 The Chairperson of the COMMITTEE will be elected by its members, by way of ballot.
4.4 The Technical COMMITTEE will meet once a year, to review the work conducted in the previous year, to review CONTRACTORS proposals, PARTICIPANTS proposals and to agree the subsequent year’s work.
4.5 CONTRACTOR or Founders-Beneficiaries a member of COMMITTEE may approach the Chairperson of the COMMITTEE and request that appointed such memberan extraordinary meeting be convened. The net worth Chairperson of the COMMITTEE shall consider the request and if in AGREEMENT that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in meeting would benefit the Technical CommitteePROJECT convene such a meeting.
d) The members position in 4.6 CONTRACTOR shall provide the Technical Committee venue for meetings of the COMMITTEE together with the appropriate project staff and any reasonable information required for the business of the meeting, including the necessary secretarial service to record the minutes of the meeting. All documents prepared for the COMMITTEE by CONTRACTOR shall be honorific, thus, they circulated in a timely manner.
4.7 Any decisions made by the COMMITTEE shall not have compensation wherever possible be made by unanimous consent. Should it be necessary for any decision to be made by the casting of any kind for their performance. The members votes then the support of a majority of the Technical Committee and/or their alternates, may members will be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agreesrequired. In the event that there is no majority the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President chairperson shall have the casting vote.
i) 4.8 The Technical Committee COMMITTEE will review the progress of the PROJECT together with the costs incurred to date and comment on any technical reports that are issued. The COMMITTEE will also have responsibility for approving any amendments to the PROJECT consistent with the objectives of the PROJECT, subject to the agreement of CONTRACTOR to undertake any resulting additional work. If CONTRACTOR was to decline to perform any additional work an alternative agent would be approached by CONTRACTOR on the instruction of the COMMITTEE and the work may also meet be subcontracted per the conditions of clause 15 of this AGREEMENT.
4.9 The COMMITTEE shall have the right to recommend variations in the financial commitment of the PARTICIPANTS. Notwithstanding any other provisions of this AGREEMENT the implementation of such variations shall require the unanimous agreement in writing of all the PARTICIPANTS and its agreement CONTRACTOR before becoming effective.
4.10 The right to approve proposals by PARTICIPANTS to submit materials and/or technical data in lieu of their financial contribution shall be valid, when vested in CONTRACTOR. Neither CONTRACTOR nor the totality COMMITTEE shall approve such arrangements if to do so would increase the financial contribution of its members or their respective alternates are present, without the requirement other PARTICIPANTS unless those PARTICIPANT have consented to such increase in writing beforehand. CONTRACTOR shall circulate to all PARTICIPANTS information regarding all contributions by prospective PARTICIPANTS proposed in lieu of a previous call, and its resolutions shall be considered financial contributions in sufficient detail to allow all PARTICIPANTS to assess the terms provided on subparagraph h) abovevalue of such contributions.
j) The Technical Committee, without actually meeting, may issue resolutions by 4.12 Each PARTICIPANT will be responsible for all its costs incurred regarding attendance at meetings associated with the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternatesPROJECT.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Joint Industry Project Agreement
Technical Committee. (a) For purposes of so long as the good development of this Trust and with the rights and obligations set forth hereinStrategic Investor’s Percentage is greater than 8%, the Founders-Beneficiaries create Strategic Investor and the Company will maintain a Technical Committee technical advisory committee (the “Technical Committee”) that shall be subject to coordinate exploration of the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of Panuco District in accordance with the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such memberMandate. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorificcomposed of three individuals, thus, they shall not have compensation of any kind for their performance. The members with one member being appointed by each of the Technical Committee and/or their alternates, may be replaced by Company and the person that on its opportunity appoints in writing Strategic Investor and the Founder-Beneficiary or Founders-Beneficiaries that appointed such memberthird member being [Redacted]. In the event of death or absence of any Each member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇referred to as a “Technical Committee Member”. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera Each Technical Committee Member appointed by the Strategic Investor and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company shall be referred to as a “Strategic Investor Technical Committee Member” and a “Company Technical Committee Member”, respectively, and in absence the third Technical Committee Member shall be referred to as the “Mutual Technical Committee Member”.
(b) The Strategic Investor may appoint or remove a Strategic Investor Technical Committee Member by written notice to the Company and the Company may appoint or remove a Company Technical Committee Member by written notice to the Strategic Investor. The Parties may appoint or remove the Mutual Technical Committee Member by mutual agreement. Each Technical Committee Member may be represented at any meeting of boththe Technical Committee by an alternate designated by such Technical Committee Member with reasonable prior written notice. Any alternate so acting shall be deemed to be a Technical Committee Member. The Company and the Strategic Investor shall also be entitled to designate from time to time, subject to the person appointed between consent of the members other party, not to be unreasonably withheld, one or more observers to attend meetings of the Technical Committee; shall act as secretary . If the person appointed by Company and the members Strategic Investor wishes to designate any such observers it shall: (i) provide the others with reasonable prior written notice of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter names and positions held by such observers in advance of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires meeting to be discussed in attended by such observers, and (ii) be solely responsible for distributing to such observers any materials provided to the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSAMembers.
h(c) The role of the Technical Committee shall be established in advisory to the first call, with the attendance management of the members, Parties on matters related to exploration of the Panuco District (not including the Parties’ respective properties). The Technical Committee will have no authority to bind the Parties nor over the conduct of the operations of the Parties and will not be responsible for the decisions of management of the Parties or their respective alternates, the board of directors of the Parties. The recommendations and advice of the Technical Committee that represent are subject in all instances to the majority determinations of management of the Trusted Shares, and in second call with any number of Trusted Shares that are representedParties. The Technical Committee’s resolutions Representatives shall be valid when they are voted by not receive any compensation from the majority of Company for service on the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members .
(d) Meetings of the Technical Committee that represent at least 75% of will be held as required to carry out the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary responsibilities of the Technical Committee, and shall establish in a book that at least every six months, on 15 days’ notice delivered to the Technical Committee Members by the Company or the Strategic Investor, and such meetings shall be held under Trustee’s responsibility and a copy of such minute shall be sent to at the members offices of the Committee.
l) The decisions made by Strategic Investor or at other mutually agreed places. In lieu of meetings in person, the Technical Committee may conduct meetings by telephone or video conference or by other means of electronic communication by which all persons participating in the meeting are able to hear the entire meeting and be heard by all other persons attending the meeting, in each case as the Technical Committee determines. Written agendas and minutes shall be notified in writing to the Trustee, by the secretary prepared and retained for all meetings of the Technical Committee, . Minutes shall be circulated in draft to all Technical Committee members for the duly compliance of the correspondingreview and comment at least ten Business Days before finalization.
m(e) Additionally to the meetings of At its first meeting, the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of will adopt the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 Mandate.
(threef) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of Strategic Investor will reimburse the Technical Committee shall inform Members for all reasonable out-of-pocket expenses and disbursements actually and properly incurred by them in connection with the performance of their duties as Technical Committee Members, provided that for all such expenses each Technical Committee Member will furnish to the most relevant operation and strategy issues Strategic Investor originals of FEMSAall invoices, statements or receipts in respect of which such Technical Committee Member seeks reimbursement. The Founders-Beneficiaries also may meet for All expenses must be approved by the purposes provided in this section, when the totality of them are present, without the requirement of Strategic Investor prior to their incurrence by a previous callTechnical Committee Member.
Appears in 1 contract
Sources: Strategic Investment Agreement
Technical Committee. For purposes of 3.1 While this agreement is in force and until the good development of this Trust and with the rights and obligations set forth hereinFirst Option has been exercised by NORTHWESTERN, the Founders-Beneficiaries create a Technical Committee technical committee (the “Technical Committee”) that shall be subject to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of established. Except as herein otherwise provided, the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with shall have the aforementioned, responsibility of approving the Founders-Beneficiaries, here by, appoint the members of the proposed Work Expenditures.
3.2 The Technical Committee shall consist of two (2) representatives, and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding each party shall forthwith appoint one (1) representative to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, 3.3 The Operator shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant convene a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members meeting of the Technical Committee and/or their alternatesat least once every twelve (12) months and, may be replaced in any event, within fourteen (14) days of being requested to do so by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committeerepresentative.
e) 3.4 The Technical Committee Operator shall instruct in writing to give notice, specifying the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned time and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year place and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented agenda for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a minute budget, shall be drawn up and signed submitted by the president and Operator at least 7 business days before the secretary date of the Technical Committee, Committee meeting.
3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and shall establish in a book that unanimously agree upon the agenda.
3.6 A quorum for any Technical Committee meeting shall be held under Trusteepresent if each party’s responsibility and representative is present. If a copy of such minute shall be sent to quorum is present at the members of the Committee.
l) The decisions made by meeting, the Technical Committee shall be notified in writing competent to exercise all of the Trusteeauthorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc.
3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote.
3.8 The representative of the Operator shall be chairman and secretary of the each Technical Committee, for the duly compliance of the correspondingCommittee meeting.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the 3.9 The secretary of the Technical Committee or meeting shall take minutes of that each meeting and circulate copies thereof to each representative.
3.10 The Technical Committee may make decisions by obtaining the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date consent in writing of the meetingrepresentatives of each party. The notice Any decision so made shall be sent to as valid as a decision made at a duly called and held meeting of the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president Technical Committee.
3.11 Decisions of the Technical Committee made in accordance with this Agreement shall inform be binding upon all parties.
3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the most relevant operation and strategy issues Technical Committee.
3.13 The Technical Committee may, by agreement of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in representatives of all the parties, establish such other rules of procedure, not inconsistent with this sectionAgreement, when as the totality of them are present, without the requirement of a previous callTechnical Committee deems fit.
Appears in 1 contract
Sources: Property Option Agreement (Northwestern Mineral Ventures Inc.)
Technical Committee. For purposes Each Bank hereby appoints and authorizes each of Credit Suisse First Boston, ABN AMRO Bank N.V., Citicorp USA, Inc., Deutsche Bank AG, Bayerische Hypo- und Vereinsbank AG, The Royal Bank of Scotland plc and The Bank of Tokyo-Mitsubishi, Ltd. to act as its technical committee hereunder and under the other Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by the affirmative vote of six of its members (provided that if any single member of the good development Technical Committee shall fail to approve or disapprove any matter before it within 20 Banking Days from the date that at least five other members of this Trust the Technical Committee shall have approved such matter, then such matter shall be deemed to be approved by such member). Borrower and with each Bank hereby agrees that the rights and obligations protective provisions set forth hereinin Section 5.10 and Sections 9.1 through 9.5 shall apply to and protect, the Founders-Beneficiaries create a Technical Committee (the “Technical Committee”) that shall be subject to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one mutatis mutandis, each member of the Technical Committee and one all determinations, decisions, actions or more alternate members, which may not inactions taken or omitted to be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of taken by the Technical Committee. In the event that any member of changes the Technical Committee at any time reduces its Commitment to less than $50,000,000, ceases to be a Bank hereunder, is removed from the Technical Committee by the Majority Banks or otherwise resigns from the Technical Committee, Borrower shall nominate (and submit such nominations in the trusted net worth, the Trustee shall issue writing to the remaining members of the Technical Committee) three Banks as a potential replacement member within five Banking Days after the occurrence of any such event (provided that each such nominee shall be a Bank with one of the six largest Commitments at such time among Banks who are not then members of the Technical Committee) and the remaining members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint one of such three nominated Banks as a new replacement member of to the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a (thereafter, such replacement member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to same rights and obligations as the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the other members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary).
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy Inc)
Technical Committee. For purposes of 3.1 While this agreement is in force and until the good development of this Trust and with the rights and obligations set forth hereinFirst Option has been exercised by NORTHWESTERN, the Founders-Beneficiaries create a Technical Committee technical committee (the “Technical Committee”) that shall be subject to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of established. Except as herein otherwise provided, the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with shall have the aforementioned, responsibility of approving the Founders-Beneficiaries, here by, appoint the members of the proposed Work Expenditures.
3.2 The Technical Committee shall consist of two (2) representatives, and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding each party shall forthwith appoint one (1) representative to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, 3.3 The Operator shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant convene a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members meeting of the Technical Committee and/or their alternatesat least once every twelve (12) months and, may be replaced in any event, within fourteen (14) days of being requested to do so by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committeerepresentative.
e) 3.4 The Technical Committee Operator shall instruct in writing to give notice, specifying the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned time and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year place and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented agenda for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a minute budget, shall be drawn up and signed submitted by the president and Operator at least 7 business days before the secretary date of the Technical Committee, Committee meeting.
3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and shall establish in a book that unanimously agree upon the agenda.
3.6 A quorum for any Technical Committee meeting shall be held under Trusteepresent if each party’s responsibility and representative is present. If a copy of such minute shall be sent to quorum is present at the members of the Committee.
l) The decisions made by meeting, the Technical Committee shall be notified in writing competent to exercise all of the Trusteeauthorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting.
3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc.
3.8 The representative of the Operator shall be chairman and secretary of the each Technical Committee, for the duly compliance of the correspondingCommittee meeting.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the 3.9 The secretary of the Technical Committee or meeting shall take minutes of that each meeting and circulate copies thereof to each representative.
3.10 The Technical Committee may make decisions by obtaining the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date consent in writing of the meetingrepresentatives of each party. The notice Any decision so made shall be sent to as valid as a decision made at a duly called and held meeting of the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president Technical Committee.
3.11 Decisions of the Technical Committee made in accordance with this Agreement shall inform be binding upon all parties.
3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the most relevant operation and strategy issues Technical Committee.
3.13 The Technical Committee may, by agreement of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in representatives of all the parties, establish such other rules of procedure, not inconsistent with this sectionAgreement, when as the totality of them are present, without the requirement of a previous callTechnical Committee deems fit.
Appears in 1 contract
Technical Committee. For purposes Each Lender hereby appoints and authorizes each of the good development Lead Arrangers, Credit Lyonnais, The Bank of Nova Scotia and CoBank to act as its technical committee hereunder and under the other Loan Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Trust Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto and the rights and obligations power to appoint each of its additional members. The Technical Committee shall not have any duties or responsibilities except those expressly set forth hereinin this Agreement or in any other Loan Document, or be a trustee or a fiduciary for any Lender. Notwithstanding anything to the Founders-Beneficiaries create a contrary contained herein the Technical Committee (shall not be required to take any action which is contrary to this Agreement or any other Loan Documents or any Requirement of Law or exposes the “Technical Committee”) that Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Documents shall be subject made by consent of four of its five members. Borrower and each Lender hereby agrees that the protective provisions set forth in Sections 9.02 through 9.05 shall apply to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one and protect, mutatis mutandis, each member of the Technical Committee and one all determinations, decisions, actions or more alternate members, which may not inactions taken or omitted to be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of taken by the Technical Committee. In the event that any member of changes in the trusted net worthTechnical Committee at any time reduces its Commitment to less than $20,000,000, either the Trustee shall issue to Borrower or the Administrative Agent may request the remaining members of the Technical Committee new certificates, indicating to have such Lender removed. In the number of Trusted Shares event that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new any member of the Technical Committee and its alternate(s) if the FEMSA shares contributed at any time ceases to be a Lender hereunder, is removed pursuant to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee immediately preceding sentence or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of otherwise resigns from the Technical Committee, then the new Founder-Beneficiary Administrative Agent in consultation with the Borrower, shall choose any of the current members of such Technical Committee, appoint a Lender as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such a successor member of to the Technical Committee.
c; provided (I) Each member such Lender shall be a Lender with one of the Technical Committee, or its alternate, that attends to ten largest Commitments at such time among the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall Lenders who are not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The then members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed and (ii) Borrower does not disapprove of such member. In the event Lender within five (5) Business Days of death or absence receipt of any member notice of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new Lender's appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by to the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Credit and Reimbursement Agreement (Commonwealth Edison Co)
Technical Committee. For purposes Each Bank hereby appoints and authorizes each of CIBC World Markets Corp., Credit Suisse First Boston, TD Securities (USA) Inc. and The Bank of Nova Scotia to act as its technical committee hereunder and under the good development other Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Trust Agreement and the other Credit Documents, together with the rights and obligations such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth hereinin this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank. Notwithstanding anything to the Founders-Beneficiaries create a contrary contained herein the Technical Committee (shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes the “Technical Committee”) that Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be subject made by unanimous consent of its members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 10.5 shall apply to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one and protect, mutatis mutandis, each member of the Technical Committee and one all determinations, decisions, actions or more alternate members, which may not inactions taken or omitted to be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of taken by the Technical Committee. In the event that any member of changes in the trusted net worthTechnical Committee at any time reduces its Commitment to less than $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the Trustee shall issue to the remaining members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new Bank as a successor member to the Technical Committee; provided (i) such Bank shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee and its alternate(s(ii) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do Borrower does not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members reasonably disapprove of such Technical Committee, as if Bank within two Banking Days of receipt of notice of such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of Bank's appointment to the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Technical Committee. For purposes Each Bank hereby appoints and authorizes each of the good development Lead Arrangers and each of the Co-Documentation Agents to act as its technical committee hereunder and under the other Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Trust Agreement and the other Credit Documents, together with the rights and obligations such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth hereinin this Agreement or in any other Credit Document, or be a trustee for any Bank. Notwithstanding anything to the Founders-Beneficiaries create a contrary contained herein the Technical Committee (shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes the “Technical Committee”) that Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be subject made by unanimous consent of its members. Borrower and each Bank hereby 108 123 agrees that the protective provisions set forth in Sections 10.1 through 10.5 shall apply to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one and protect, mutatis mutandis, each member of the Technical Committee and one all determinations, decisions, actions or more alternate members, which may not inactions taken or omitted to be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of taken by the Technical Committee. In the event that any member of changes in the trusted net worthTechnical Committee at any time reduces its Commitment to less than $10,000,000 ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the Trustee shall issue to the remaining members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new Bank as a successor member to the Technical Committee; provided (i) such Bank shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee and its alternate(s(ii) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do Borrower does not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members reasonably disapprove of such Technical Committee, as if Bank within two Banking Days of receipt of notice of such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of Bank's appointment to the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Technical Committee. For purposes of the good development of this Trust and with the rights and obligations set forth herein, the Founders-Beneficiaries create (1) The Parties hereby establish a Technical Committee (the “Technical Committee”) that shall be subject to the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of ). While the Technical Committee shall have the responsibilities and powers set forth in Article XVI.B(4) of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of Operator.
(2) The Technical Committee shall consist of a shall consist of a maximum of five (5) members (the “Members”), of which three (3) Members shall be elected by the Operator (the “Operator Members”) and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or more his/her appointed alternate members, which may not be Founders-Beneficiaries. In accordance with will serve as the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member chairman of the Technical Committee. In the event of changes in the trusted net worthEach Member shall serve until his or her respective successor is chosen and until his or her earlier death, the Trustee shall issue to the members of or resignation. Any vacancies on the Technical Committee new certificatesneed not be filled. Notwithstanding the foregoing, indicating if any vacancies are chosen to be filled, any vacancies of an Operator Member shall be filled by a representative from the number Operator and any vacancies of Trusted Shares that correspond to each Founder-Beneficiaryan Mega Partners Member shall be filled by a representative from Mega Partners.
b(3) Each new Founder-Beneficiary incorporated No Member shall be able to the Trust shall appoint a new member sell, assign, transfer or otherwise dispose of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee his or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of her seat on the Technical Committee.
(4) The Technical Committee is empowered (through action initiated by any Member) to:
(a) review and discuss Proposal Terms and request and receive any operational or Project information from the Operator;
(b) review available commercial and emerging technologies related to the recovery and field processing of heavy oil;
(c) Each member make recommendations as to the optimum commercial technology for the Contract Area;
(d) make recommendations regarding the testing of emerging technologies for the Contract Area;
(e) review and make recommendations regarding the safe, operable and effective design of the Technical Committee, or its alternate, that attends equipment practices and procedures related to application of technology to the corresponding meeting, shall have Contract Area;
(f) review operating data from the right Contract Area and make recommendations regarding operational changes to one vote for each Trusted Share corresponding optimize the application of technology; and
(g) report significant developments and events relative to the Founderapplication of technology to the Contract Area to the Non-Beneficiary Operators.
(5) The Members shall not be liable, responsible or Founders-Beneficiaries accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that appointed such memberdo not constitute gross negligence, willful misconduct or a breach of the express terms of this Agreement. The net worth that any Founder-Beneficiary contributed Parties to this Trust, in cash, Agreement shall not grant a right of additional vote in indemnify to the Technical Committeemaximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e(6) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that hold a meeting on at least a monthly basis. Such meetings may be held at such places and at such times as the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Sharesmay determine. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president A special meeting of the Technical Committee may be called by any Member. Any Member may participate in a monthly or special meeting in person or by telephone or similar electronic communication.
(7) Operator shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇regularly, but no less than quarterly, communicate all information (including the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and in absence of both, planned operations within the person appointed between the Contract Area to all members of the Technical Committee; . Further, Operator shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally respond to any other matter that requires written request for information submitted to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made Operator by the Technical Committee shall be notified in writing to the Trustee, by the secretary within thirty (30) days of the Technical Committee, for the duly compliance Operator’s receipt of the correspondingsuch request.
m) Additionally (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of for its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous callreview.
Appears in 1 contract
Technical Committee. For purposes of the good development of this Trust and with the rights and obligations set forth herein, the Founders-Beneficiaries create 4.1 The PDAM+ Project will be supervised by a Technical Committee (comprising one member each from the “Technical Committee”) original fifteen sponsoring Participants listed in Exhibit C and any additional sponsors that subsequently join the Project. Each Participant can also designate an alternate member. Decisions of the Committee shall be subject to binding upon Participants and Contractor and the following rules:
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of quorum for the Technical Committee and one or more alternate members, which may not meetings shall be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiaryattendees from six Participants.
b) Each new Founder-Beneficiary incorporated to 4.2 A Participant represented on the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee.
c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall will have the right to one vote for each Trusted Share corresponding on that Committee. Such vote can be transferred or cast by proxy with prior written notification and before a Committee meeting. A Participant may elect not to be represented on the Founder-Beneficiary or Founders-Beneficiaries Committee but in so doing that appointed such member. Participant waives its right to a vote.
4.3 The net worth that any Founder-Beneficiary contributed Chairperson of the Committee will be elected by its members.
4.4 The Technical Committee will meet once a year, to this Trust, in cash, shall not grant a right of additional vote review the work conducted in the Technical Committee.
d) The members position in previous year and to agree the Technical Committee shall subsequent years work. In the first year of the PDAM+ Project there will be honorific, thus, they shall not have compensation of any kind for their performance. The members an additional meeting of the Technical Committee and/or their alternates, may to initiate the Project. Such meetings shall be replaced convened upon at least 21 days written notice unless otherwise agreed by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) 4.5 Contractor or a member of Committee may approach the Chairperson of the Committee and request that an extraordinary meeting be convened. The Technical Chairperson of the Committee shall instruct consider the request and if in writing to agreement that a meeting would benefit the Trustee in order to confer power of attorney in favor Project convene such a meeting.
4.6 Contractor shall provide the venue for meetings of the persons that Committee together with the Technical appropriate project staff and any reasonable information required for the business of the meeting, including the necessary secretarial service to record the minutes of the meeting. All documents prepared for the Committee appoints, for them to attend to by Contractor shall be circulated in a timely manner.
4.7 Any decisions made by the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct wherever possible be made by unanimous consent. Should it be necessary for any decision to be made by the Trustee in order to exercise casting of votes then the vote support of a majority of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agreesmembers will be required. In the event that there is no majority the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president of the Technical Committee shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder-Beneficiary.
g) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of the Technical Committee, to the domiciles appointed by them. Additionally to any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President chairperson shall have the casting vote.
i) 4.8 The Technical Committee will review the progress of the Project together with the costs incurred to date and comment on any technical reports that are issued. The Committee will also have responsibility for approving any amendments to the Project consistent with the objectives of the Project, subject to the agreement of Contractor to undertake any resulting additional work. In the event that Contractor was to decline to perform any additional work an alternative agent would be approached by Contractor on the instruction of the Committee and the work may also meet be subcontracted according to the conditions of clause 15 of this Agreement.
4.9 The Committee shall have the right to recommend variations in the financial commitment of the Participants. Notwithstanding any other provisions of this Agreement the implementation of such variations shall require the unanimous agreement in writing of the Participants and its agreement Contractor before becoming effective.
4.10 The Committee shall have the right to approve applications by other companies or organisations to become Participants in the Project after the Effective Date.
4.11 Prior to the Effective Date the right to approve proposals by Participants to submit materials and/or technical data in lieu of their financial contribution shall be valid, when vested in Contractor. After the totality Effective Date the right of its members or their respective alternates are present, without approval shall transfer to the requirement Committee. Neither Contractor nor the Committee shall approve such arrangements if to do so would increase the financial contribution of a previous call, and its resolutions the other Participants unless those Participant have consented to such increase in writing beforehand. Contractor shall be considered circulate to all Participants information regarding all contributions by prospective Participants proposed in lieu of financial contributions in sufficient detail so as to allow all Participants to assess the terms provided on subparagraph h) abovevalue of such contributions.
j) The Technical Committee, without actually meeting, may issue resolutions by 4.12 Each Participant will be responsible for all its costs incurred regarding attendance at meetings associated with the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternatesProject.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.
Appears in 1 contract
Sources: Joint Industry Project Agreement
Technical Committee. For purposes of the good development of this Trust and with the rights and obligations set forth herein(a) Pursuant to provisions in paragraph three, article 80, Lending Institutions Act, the FoundersTrustor-Beneficiaries create Beneficiary hereby sits as a Technical Committee (the “"Technical Committee”") that consisting of three full members and six alternate members, and any of the alternates may equally serve as substitute for any of the full members, pursuant to the following:
1. The Technical Committee will meet as often as necessary and no formal meeting will be required; for this purpose a written communication shall suffice, signed by three of the members, one of which must be a full member, clearly stating the agreements and decisions made for purposes of their being deemed valid;
2. A hand-signed copy of said written communication, duly signed by the appropriate parties, shall be subject delivered to the following rules:Trustee, with specific instructions as may be pertinent; [logo] Banamex
a) Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint one member of 3. the Trustee and those advisors deemed appropriate by the Technical Committee and one or more alternate members, which may not be Founders-Beneficiaries. In accordance with attend the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary.
b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member actual meetings of the Technical Committee, with the new Founder-Beneficiary shall choose awareness that they will have a voice but no vote;
4. in the event of resignation, disability, removal, death or any other situation resulting in the definitive absence of the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member any of the Technical Committee.
c) Each member of the Technical Committee, 's full or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee.
d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for their performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Technical Committee.
e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermorealternate members, the Technical Committee itself shall instruct to designate at the Trustee in order to exercise appropriate time the vote successor or successors required for purposes of the Trusted Shares in such shareholders’ meetings, in the direction that the Technical Committee agreesmaintaining at all times a minimum of three full and six alternate members. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position.
f) The president Chairman of the Technical Committee shall be M▇responsible for notifying the Trustee in writing as to the name, personal information and signature samples of all its members; and
5. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence the position of both, the person appointed between the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not Committee member will be a Founder-Beneficiaryhonorary.
g(b) The Technical Committee shall meet at least twice a year, have the first time during following powers:
1. can open and maintain an individualized record of (i) the first quarter Initial Contributions and other Contributions from the Trustors-Beneficiaries; and (ii) of the year distributions made by the Trustee from the Trust Account and from the second on Securities Account to the fourth quarter Trustors-Beneficiaries under instructions from the Technical Committee;
2. can maintain a Record of Beneficiaries and a record of Trustors-Beneficiaries, establishing therein (i) the interest of each one of the same yearTrustors-Beneficiaries in the Trust Assets, with including without limitation Purchase Rights; (ii) the option provisions of the Trust Assets pertaining to meet during any other time. The meetings shall be held prior notice sent the contributions from each of the Trustors-Beneficiaries, made by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the members of under instructions from the Technical Committee, to either for payment of the domiciles appointed by them. Additionally to Premium, Price for Fiscal Year or any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first reason; and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of FEMSA.
h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA with other company; (iii) change in corporate purpose the number of CPOs acquired which, if applicable, may pertain to each of the company; Trustors-Beneficiaries;
3. shall formally assist the Trustee as coadjutor in preparing, updating and confirming the records and other documents referred to in paragraphs (ivb), (d) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities or Special Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the “D” Shares of FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ixe) the distribution to the shareholders in Section five of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote.
i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above.
j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates.
k) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee’s responsibility and a copy of such minute shall be sent to the members of the Committee.
l) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding.
m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this section, when the totality of them are present, without the requirement of a previous call.Contract;
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Sources: Closed End Investment Trust Agreement (Cemex Sa De Cv)