FIFTH RESOLUTION Sample Clauses

FIFTH RESOLUTION. DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE COMPANY’S STATED CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF €4,940.71 BY ISSUING A MAXIMUM OF 494,071 CLASS E PREFERRED SHARES, TO EACH OF WHICH A SHARE SUBSCRIPTION WARRANT (“ABSA”) IS ATTACHED. ESTABLISHING THE ISSUANCE TERMS AND CONDITIONS AND THE SUBSCRIPTION PRICE FOR THE ABSAS. ELIMINATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF PERSONS WHO MEET SPECIFIED CHARACTERISTICS. The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, after having heard the reading of (i) the Company’s Board of Director’s report and (ii) the Company’s corporate auditors’ report, After having familiarized itself with the authorization of the provisions of this resolution granted by the special meetings of the holders of class A preferred shares, the holders of class B preferred shares, the holders of class C preferred shares (also acting in their capacity as holders of the BSA01-2005 attached thereto), the holders of class D preferred shares (also acting in their capacity as holders of the BSA06-2006 attached thereto) and the holders of class E preferred shares (also acting in their capacity as holders of the BSA01-2008 attached thereto), and pointing out that the approval of the other holders of securities that confer equity rights and of stock options is not required pursuant to the relevant issue contracts. Authorizes the Board of Directors, in accordance with the requirements of Article L.000-000-0 of said Code, to carry out, within a maximum period of six months, one or more capital increases up to a total maximum amount of €4,940.71, by issuing a maximum of 494,071 class E preferred shares carrying share subscription warrants for class E preferred shares, the features of which are set forth in the FIRST resolution (“ABSA”), at a unit price of €2.024 per ABSA, i.e., a par value of €0.01 plus an issue premium of €2.014, and delegates to the Board of Directors its powers to decide such capital increase. Resolves, pursuant to Article L.225-138 of the French Commercial Code, to eliminate the preemptive right provided by Article L.225-132 of the aforementioned Code in favor of the persons who meet the characteristics specified below, and who are selected by the Board of Directors:
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Related to FIFTH RESOLUTION

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