Board Reserved Matters. Unless this Agreement expressly states differently, any decision by the Board of Directors (i) shall be reserved to the competence of the Board as a collective body, (ii) shall not be delegated to any one or more Board members or executive committees or managing directors and it shall be approved by the majority of the Board members. However, in addition to the requirements indicated in the previous paragraph, the Board of Directors shall not take, and shall cause the Company not to take, any of the following resolutions that are qualified as Board reserved matters (the "Board Reserved Matters") and, therefore, can only be adopted by the affirmative vote of four (4) Directors: (i) change in the registered office location; (ii) any specific capital expenditure (whether through acquisition or lease) which would result in obligations for the Company, individually or in aggregate, regarding such specific capital expenditure of more than 250,000 Euros per transaction, or 500,000 Euros cumulatively over a period of 1 year; (iii) sale or transfer to a third Person of any individual asset of the Company with a market value, at the time of its sale or transfer, exceeding 300,000 Euros; (iv) appointment, dismissal, determination of the remuneration and benefits or any other action in relation with the CEO and/or of the Key Employees within any of the companies of the BDI Group; (v) any negotiation and subscription of loans or credit facilities for a value of more than 500,000 Euros; (vi) transfer or disposal, by any means, directly or indirectly, of any share in the corporate capital of any of the Subsidiaries or of any interest in them, unless said transfers or disposals are due to a restructuring process of the BDI Group related to tax efficient intra-group schemes; and (vii) exercising the vote in the General Shareholders Meeting and management bodies of the Subsidiaries in respect of Shareholders Reserved Matters or 'Board Reserved Matters, However, in addition to the requirements indicated in the Board Reserved Matters, the Board of Directors shall not take, and shall cause the Company not to take, any of the resolutions indicated in section 4.12.(iii) with the affirmative vote of the Directors appointed by Dyadic and Inveready. The Board Reserved Matters are also meant to apply to BDI Pharmaceuticals, so that if a decision as to any of these matters is to be made at BDI Pharmaceuticals, the matter will be first resolved by the Board of Directors of the Company pursuant to this and the Company will then, acting as shareholder of BDI Pharmaceuticals, act in accordance with the resolution adopted at the Board of Directors of the Company.
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Samples: Investment Agreement (Dyadic International Inc), Investment Agreement (Dyadic International Inc)
Board Reserved Matters. Unless this Agreement expressly states differently, any decision by the Board of Directors (i) shall be reserved to the competence of the Board as a collective body, (ii) shall not be delegated to any one or more Board members or executive committees or managing directors and it shall be approved by the majority of the Board members. However, in addition to the requirements indicated in the previous paragraph, the Board of Directors shall not take, and shall cause the Company and its Affiliates not to take, any of the following resolutions that are qualified as Board reserved matters (the "Board Reserved Matters") and, therefore, can only be adopted by the affirmative vote of four three (43) Directors:
(i) change in the registered office location;
(ii) any specific capital expenditure (whether through acquisition or lease) which would result in obligations for the Company, individually or in aggregate, regarding such specific capital expenditure of more than 250,000 Euros per transaction, or 500,000 Euros cumulatively over a period of 1 year;
(iii) sale or transfer to a third Person of any individual asset of the Company with a market value, at the time of its Its sale or transfer, transfer exceeding 300,000 Euros;
(iv) appointment, dismissal, determination of the remuneration and benefits or benefits, and any other action in relation with the CEO and/or of actions related to the Key Employees within any of the companies of the BDI GroupEmployees;
(v) any negotiation and subscription of loans loans, or credit facilities or guarantees for a value of more than 500,000 100,000 Euros;
(vi) approval of the annual budget of the Company and its modifications;
(vii) incorporation and sale or other transfer disposition of any subsidiaries;
(viii) recruiting any employee with an annual cost exceeding€ 65,000;
(ix) Execution of loans or guarantees in favor of the Shareholders, Directors or employees of the Company or Affiliates exceeding € 5,000 €, unless they are executed in the ordinary course of business;
(x) Granting of any security over the assets of the Company, except for the guarantees to be granted in the ordinary course of business of the Company;
(xi) Disposal by any means of any Intellectual Property of the Company;
(xii) starting insolvency proceedings or taking steps aimed at a shareholders’ voluntary winding-up or which might lead to the winding-up of Company, except if such approval of resolutions results from the application of a mandatory legal provision;
(xiii) transfer or disposal, by any means, directly or indirectly, of any share in the corporate ·capital of any of the Subsidiaries Affiliates of VLP, if any, or of any interest in them, unless said transfers or disposals are due to a restructuring process of the BDI Group related to tax efficient intra-group schemes; and
(viixiv) exercising the vote in the General Shareholders Meeting and management bodies of the Subsidiaries Affiliates in respect of Shareholders Reserved Matters or 'Board Reserved Matters.
(xv) Signing agreements or contracts with related parties, Howeverincluding administrators, in addition to the requirements indicated partners and directors.
(xvi) Investments that exceed SEVENTY FIVE THOUSAND euros (€ 75,000) not included in the Board Reserved Mattersannual budget. Expenses, the Board of Directors shall not taketransactions, loans, and shall cause the Company not to take, any of the resolutions indicated in section 4.12.(iii) with the affirmative vote of the Directors appointed by Dyadic and Inveready. The Board Reserved Matters are also meant to apply to BDI Pharmaceuticals, so that if a decision as to any of these matters is to be made at BDI Pharmaceuticals, the matter will be first resolved by the Board of Directors of the Company pursuant to this and the Company will then, acting as shareholder of BDI Pharmaceuticals, act in accordance with the resolution adopted at the Board of Directors of the Companycommercial operation for amounts over € 75,000.
Appears in 2 contracts
Samples: Investment Agreement (Dyadic International Inc), Investment Agreement (Dyadic International Inc)
Board Reserved Matters. Unless Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement expressly states differentlyand the Share Subscription Agreement, any decision by the Board of Directors (i) Company shall be reserved to ensure that no Group Company shall, without the competence of the Board as a collective body, (ii) shall not be delegated to any one affirmative consent or more Board members or executive committees or managing directors and it shall be approved approval by the majority of the Board members. HoweverDirectors (which majority shall include (i) for so long as Tencent has the right to appoint one or more Tencent Directors, in addition one Tencent Director (ii) for so long as JD has the right to appoint one JD Director, one JD Director, and (iii) for so long as Bitauto has the requirements indicated in right to appoint three (3) or more Bitauto Directors, two Bitauto Directors and, for so long as Bitauto has the previous paragraphright to appoint less than three (3) Bitauto Directors, the Board of Directors shall not one Bitauto Director), take, and shall cause the Company not permit to takeoccur, approve, authorize or agree or commit to do any of the following resolutions that are qualified as Board reserved matters (the "Board Reserved Matters") andactions, thereforewhether in a single transaction or a series of related transactions, can only be adopted whether directly or indirectly, and whether or not by the affirmative vote amendment, merger, consolidation, scheme of four (4) Directorsarrangement, amalgamation or otherwise:
(a) during any fiscal year starting from the 2nd year of business operation of the Group, other than in the ordinary course of business, purchase or lease of any business and/or assets valued in excess of (i) change 10% of the Group’s total assets at the end of the preceding fiscal year individually or (ii) 20% of the Group’s total assets at the end of the preceding fiscal year in the registered office locationaggregate for the Group, provided that in circumstances where the threshold will materially adversely affect business operations, the threshold may be reviewed by the Board;
(b) during any fiscal year starting from the 2nd year of business operation of the Group, other than in the ordinary course of business, investment in any other Person in excess of (i) 10% of the Group’s total assets at the end of preceding fiscal year individually or (ii) any specific capital expenditure (whether through acquisition or lease) which would result 20% of the Group’s total assets at the end of preceding fiscal year in obligations the aggregate for the CompanyGroup, individually provided that in circumstances where the threshold will materially adversely affect business operations, the threshold may be reviewed by the Board;
(c) appointment or in aggregate, regarding such specific capital expenditure removal of more than 250,000 Euros per transactionauditors, or 500,000 Euros cumulatively over a period the change of 1 the term of the fiscal year;
(iiid) sale any fundamental change to the business scope or transfer to a third Person nature of the business of the Group, or cessation of any business line which is critical to the Business;
(e) adoption of or change to, a significant tax or accounting practice or policy or any internal financial controls and authorization policies, or the making of any significant tax or accounting election; or
(f) any Related Party Transaction, (i) which is either not on arm’s length terms or (ii) which is on arm’s length terms and (1) which is in excess of 5% of the Group’s net assets (taking any equity investment in the Company in the form of preferential securities into account) at the end of the preceding fiscal year on an individual asset basis, or (2) which, together with all other Related Party Transactions in the same fiscal year, results in a transaction value in excess of 20% of the annual budgeted revenue of the Company with a market value, at the time of its sale or transfer, exceeding 300,000 Euros;
(iv) appointment, dismissal, determination of the remuneration and benefits or any other action in relation with the CEO and/or of the Key Employees within any of the companies of the BDI Group;
(v) any negotiation and subscription of loans or credit facilities for a value of more than 500,000 Euros;
(vi) transfer or disposal, by any means, directly or indirectly, of any share in the corporate capital of any of the Subsidiaries or of any interest in them, unless said transfers or disposals are due to a restructuring process of the BDI Group related to tax efficient intra-group schemes; and
(vii) exercising the vote in the General Shareholders Meeting and management bodies of the Subsidiaries in respect of Shareholders Reserved Matters or 'Board Reserved Matters, However, in addition to the requirements indicated in the Board Reserved Matters, the Board of Directors shall not take, and shall cause the Company not to take, any of the resolutions indicated in section 4.12.(iii) with the affirmative vote of the Directors appointed by Dyadic and Inveready. The Board Reserved Matters are also meant to apply to BDI Pharmaceuticals, so that if a decision as to any of these matters is to be made at BDI Pharmaceuticals, the matter will be first resolved by the Board of Directors of the Company pursuant to this and the Company will then, acting as shareholder of BDI Pharmaceuticals, act in accordance with the resolution adopted at the Board of Directors of the Companysuch fiscal year.
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Board Reserved Matters. Unless Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement expressly states differentlyand the Share Subscription Agreement, any decision by the Board of Directors (i) Company shall be reserved to ensure that no Group Company shall, without the competence of the Board as a collective body, (ii) shall not be delegated to any one affirmative consent or more Board members or executive committees or managing directors and it shall be approved approval by the majority of the Board members. HoweverDirectors (which majority, in addition for so long as Tencent has the right to appoint the requirements indicated in Tencent Director and JD has the previous paragraphright to appoint the JD Director, shall include the Board of Directors shall not Tencent Director and the JD Director), take, and shall cause the Company not permit to takeoccur, approve, authorize or agree or commit to do any of the following resolutions that are qualified as Board reserved matters (the "Board Reserved Matters") andactions, thereforewhether in a single transaction or a series of related transactions, can only be adopted whether directly or indirectly, and whether or not by the affirmative vote amendment, merger, consolidation, scheme of four (4) Directorsarrangement, amalgamation or otherwise:
(a) during any fiscal year starting from the 2nd year of business operation of the Group, other than in the ordinary course of business, purchase or lease of any business and/or assets valued in excess of (i) change 10% of the Group’s total assets at the end of preceding fiscal year individually or (ii) 20% of the Group’s total assets at the end of preceding fiscal year in the registered office locationaggregate for the Group , provided that in circumstances where the threshold will materially adversely affect business operations, the threshold may be reviewed by the Board;
(b) during any fiscal year starting from the 2nd year of business operation of the Group, other than in the ordinary course of business, investment in any other Person in excess of (i) 10% of the Group’s total assets at the end of preceding fiscal year individually or (ii) any specific capital expenditure (whether through acquisition or lease) which would result 20% of the Group’s total assets at the end of preceding fiscal year in obligations the aggregate for the CompanyGroup, individually provided that in circumstances where the threshold will materially adversely affect business operations, the threshold may be reviewed by the Board;
(c) appointment or in aggregate, regarding such specific capital expenditure removal of more than 250,000 Euros per transactionauditors, or 500,000 Euros cumulatively over a period the change of 1 the term of the fiscal year;
(iiid) sale any fundamental change to the business scope or transfer to a third Person nature of the business of the Group, or cessation of any individual asset of business line which is critical to the Company with a market value, at the time of its sale or transfer, exceeding 300,000 EurosPRC Business;
(ive) appointmentadoption of or change to, dismissala significant tax or accounting practice or policy or any internal financial controls and authorization policies, determination or the making of any significant tax or accounting election; or
(f) any transaction with a Related Party, which together with all other transactions with any Related Party during the same fiscal year, results in a transaction value in excess of 5% of the remuneration and benefits or any other action in relation with the CEO and/or of the Key Employees within any of the companies of the BDI Group;
(v) any negotiation and subscription of loans or credit facilities for a value of more than 500,000 Euros;
(vi) transfer or disposal, by any means, directly or indirectly, of any share annual total revenues as approved in the corporate capital annual budget of any of such fiscal year, provided that in circumstances where the Subsidiaries or of any interest in them, unless said transfers or disposals are due to a restructuring process of the BDI Group related to tax efficient intra-group schemes; and
(vii) exercising the vote in the General Shareholders Meeting and management bodies of the Subsidiaries in respect of Shareholders Reserved Matters or 'Board Reserved Matters, However, in addition to the requirements indicated in the Board Reserved Mattersthreshold will materially adversely affect business operations, the Board of Directors shall not take, and shall cause threshold may be reviewed by the Company not to takeBoard; notwithstanding the foregoing, any of the resolutions indicated in section 4.12.(iii) transaction with the affirmative vote of the Directors appointed by Dyadic and Inveready. The Board Reserved Matters are also meant to apply to BDI Pharmaceuticals, so that if a decision as to any of these matters is to be made at BDI Pharmaceuticals, the matter Related Party will be first resolved by the Board of Directors of the Company pursuant to this on arm’s-length terms and the Company will then, acting as shareholder of BDI Pharmaceuticals, act in accordance with the resolution adopted at the Board of Directors of the Companyconditions.
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