AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. (a) Section 6.1(a)(vi) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. The Parties hereby agree that the Shareholders Agreement shall be amended as follows:
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. 4.1. Clause 5.2.4 of the APGL SHA shall be restated and replaced by the following:
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. 1.1 The Parties hereby, (i) pursuant to the shareholders meeting held on the date hereof approving the amendment to the Long-Term Business Plan and to the Mid-Term Business Plan, have decided to amend Exhibit 1.1 (Long-Term Business Plan) and Exhibit 11.1 (Mid-Term Business Plan) of the Shareholders Agreement which shall be replaced by Exhibit 1.1 and Exhibit 11.1 of this Second Amendment, and (ii) have also decided to include two new Exhibits to the Shareholders Agreement to (a) provide further details on the necessary steps for the achievement of the Long-Term Business Plan, in the form of Exhibit 1.1(a); and (b) provide guidelines to the Company and to the Shareholders with respect to funding plans of the Company for completion of its projects, in the form of Exhibit 1.1(b). As a result of such, Sections 1.1 and 1.2 of the Shareholders’ Agreement are hereby amended and shall be read as follows:
"1.1 The Parties shall exercise their voting rights and controlling power so as to ensure that the activities of the Company comply with the following basic principles and premises:
(i) the management of the businesses of the Company shall be exercised by capable and experienced professionals, who must be duly qualified to hold their positions;
(ii) the strategic decisions of the Company shall procure the growth of its business, the development of new projects, and the maximization of the return of the investment made by its shareholders in compliance with prudent management practices;
(iii) the management (administração) of the Company shall always seek high levels of profitability, efficiency and competitiveness pursuant to applicable law; and
(iv) the basic guiding principles and premises set forth in Exhibit 1.1, Exhibit 1.1
(a) and Exhibit 1.1(b) attached hereto.
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. 2.1 The parties confirm that, on 30 June 2015, MDLZ replaced MDLZ International as a party to the Shareholders’ Agreement.
2.2 The parties confirm that the Shareholders’ Agreement was amended on 2 July 2015, with immediate effect, as follows:
2.2.1 In clause 2.1.1:
(a) the words “chocolate beverages” were capitalized and revised as “Chocolate Beverages” in paragraph (b)(iii);
(b) the word “and” was deleted from the end of clause 2.1.1(b); and
(c) the following paragraph was inserted after clause 2.1.1, paragraph (b):
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. Subject to the terms and conditions hereof and in accordance with the Shareholders Agreement, the Shareholders Agreement is hereby amended as follows:
(a) All references to “JMP Trading Limited” in Section 2.01 of Section 2. are hereby replaced with the entity name “Wxxxxxx Trading Limited”.
(b) Section 2.3 of Section 2. BUSINESS is hereby deleted in its entirety and replaced with the following:
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. 2.1. The following line under Clause 1.01 of the extant SRASHA shall stand amended as follows:
1.01 Definitions Permitted Sponsor Issuance has the meaning set forth in Clause 4.09;
2.2. Clause 4.09 of the extant SRASHA shall stand amended as follows:
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. Simultaneously with the execution of the Agreement, each of the Target Company, the Buyer and the Other Existing Shareholders executed the Amendment Document to amend and supplement certain terms of the Shareholders’ Agreement. The amendments to the Shareholders’ Agreement are as follow: Pursuant to the Shareholders’ Agreement, the board of directors of the Target Company shall comprise of three directors designated by the Seller and two directors designated by the Other Existing Shareholders holding at least 80% of all the shares in the Target Company owned by the Other Existing Shareholders (“Majority Shareholders”). According to the Amendment Document, the Shareholders’ Agreement has been amended such that each of the Seller and the Majority Shareholders can designate two individuals to be the directors of the Target Company. Pursuant to the Amendment Document, an additional right of first refusal has been granted to the Seller such that prior to the Buyer completing transfer of any of his shares in the Target Company, the Buyer shall first offer to the Seller an amount of shares equal to the excess of 1 and 1/3rds of a share of common stock of the Target Company (or such other amount of shares in the Target Company as then represents 2% of the outstanding equity of the Target Company). Save as disclosed above, all other terms and conditions of the Shareholders’ Agreement remain in full force and effect.
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. With effect from 19 December 2008 (00:00), the Shareholders Agreement shall be amended and restated as set out in Appendix 1 (Amended and Restated Shareholders and Investment Agreement regarding Investments in Elster Group S.à x.x.) and all references in the Shareholders Agreement to “this Agreement” shall include this Amendment and Restatement Agreement.
AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT. 2.1. The word “Promoter”, wherever appearing in the Shareholders’ Agreement, shall be deleted, and replaced with the words “Founder Promoter Family”
2.2. The following definitions shall be added in the Clause 1.1 (Definitions):
