Distribution Principles. (a) In the event that, in accordance with the requirements set forth below, the Company is the subject of a Sale, Merger or Liquidation (as such terms are defined below, and which shall be referred to collectively as a “Transaction”), the shareholders agree to make a special distribution of the overall consideration obtained by them from such Transaction (the “Proceeds to be Distributed”, as defined hereinafter) in respect of the shares concerned by the Transaction (i.e. 100% of the shares in the event of a sale of the Company, or a lower number in the case of Transactions which will result in only a partial divestment of a stake in the Company, such as a sale of less than 100% of the capital or a distribution of a majority, but not all, of the Company’s assets). Such distribution shall be made in proportion to each shareholder’s respective interest in the Transaction (“Allocation Key no. 1”, as defined in Article 1.2 hereafter), provided that the share of the Proceeds to be Distributed allocated to E Shares concerned at the conclusion of such distribution shall, for each E Share, be at least equal to 1.8 times (1.8 x) the subscription price of a E Share, Otherwise, the distribution of the Proceeds to be Distributed shall be made according to specific rules (“Allocation Keys no. 2, 3 or 4”, as defined in Article 1.2 hereafter), which are intended to enable the holders of shares, to the extent possible, – and after a preferential initial distribution of 2% of the Proceeds to be Distributed to A Shares – to recover a price or other consideration per share equal to or greater than its subscription price, with a first-ranking priority right for E Shares, a second-ranking priority right for D Shares, a third-ranking priority right for C Shares and a fourth-ranking priority right for B Shares. These preferential distribution rules and the order of priority adopted have been defined by taking into account the differences between the subscription prices of A, B, C, D and E Shares and the order in which the investments therein was completed. The most recent subscribers agreed to invest in the Company on condition that they be given priority in recovering their funds, which the earlier subscribers. (b) The “Proceeds to be Distributed” used for the application of the various Allocation Keys shall be equal to the total price, consideration or proceeds to be distributed to all shareholders in respect of the shares concerned by the Transaction. Si If the Proceeds to be Distributed are paid partly in cash (whether as an additional cash payment or otherwise) and partly in assets or shares of the Company or of another company, the appropriate Allocation Key shall be applied both to the portion paid in cash and to the portion paid in assets or shares, without distinction according to the nature of the payment, such that when each shareholder’s financial rights are defined, each one shall receive the same portion in cash and in shares or assets of each category. If the Proceeds to be Distributed are paid in several instalments, with or without conditions, each instalment shall be distributed at the time it is actually paid to the shareholders, in accordance with the stages of the Allocation Keys, such that the Allocation Keys will be applied at the time each instalment is paid by taking into account payments already received under previous instalments, if any. (c) Only shareholders participating in the Transaction shall be taken into account for the purposes of applying the Allocation Keys. Therefore, in the event of a Sale relating to a portion of the capital only, only those shareholders participating in the Sale shall be taken into account in calculating the number of shares that are the subject of the Sale. In addition, the special financial rights described in this Schedule and attached to the shares may be exercised only once, such that any Share (A, B, C, D or E) transferred as a result of a Transaction shall be deprived of such special financial rights after said transfer. In the event that a shareholder participating in the Transaction holds shares of several categories, the Allocation Keys shall be applied depending on the category of shares that are the subject of the Transaction, as will be specified by the relevant shareholder, if applicable. The subscription price of each share shall be determined on the basis of the Company’s legal documents and, if necessary, shall be adjusted to take into account any reverse stock split, stock split or change in the par value of the Company’s shares, as well as the exercise of the Ratchet Stock Warrants (BSA01-2005, BSA06-2006 and BSA01-2008). Only the subscription price of the shares when issued shall be used for the purposes of applying this Article, without taking into account the value of the stock warrants or any other right of a similar nature attached to a share when issued, or the price paid by a shareholder in the event the shares were acquired after such issue. Entries that the Company posts to the “Issue Premium” item of its balance sheet (in particular, any loss setoffs, distributions or capitalisation) shall not be taken into account for the purposes of applying this Article, for which, in any event, the amount of issue premiums paid at the time the shares were issued shall be taken into account.
Appears in 1 contract
Distribution Principles. (a) In the event that, in accordance with the requirements set forth below, the Company is the subject of a Sale, Merger or Liquidation (as such terms are defined below, and which shall be referred to collectively as a “Transaction”), the shareholders agree to make a special distribution of the overall consideration obtained by them from such Transaction (the “Proceeds to be Distributed”, as defined hereinafter) in respect of the shares concerned by the Transaction (i.e. 100% of the shares in the event of a sale of the Company, or a lower number in the case of Transactions which will result in only a partial divestment of a stake in the Company, such as a sale of less than 100% of the capital or a distribution of a majority, but not all, of the Company’s assets). Such distribution shall be made in proportion to each shareholder’s respective interest in the Transaction (“Allocation Key no. 1”, as defined in Article 1.2 hereafter), provided that the share of the Proceeds to be Distributed allocated to E Shares concerned at the conclusion of such distribution shall, for each E Share, be at least equal to 1.8 times (1.8 x) the subscription price of a E Share, Otherwise, the distribution of the Proceeds to be Distributed shall be made according to specific rules (“Allocation Keys no. 2, 3 or 4”, as defined in Article 1.2 hereafter), which are intended to enable the holders of shares, to the extent possible, – and after a preferential initial distribution of 2% of the Proceeds to be Distributed to A Shares – to recover a price or other consideration per share equal to or greater than its subscription price, with a first-ranking priority right for E Shares, a second-ranking priority right for D Shares, a third-ranking priority right for C Shares and a fourth-ranking priority right for B Shares. These preferential distribution rules and the order of priority adopted have been defined by taking into account the differences between the subscription prices of A, B, C, D and E Shares and the order in which the investments therein was completed. The most recent subscribers agreed to invest in the Company on condition that they be given priority in recovering their funds, which the earlier subscribers.
(b) The “Proceeds to be Distributed” used for the application of the various Allocation Keys shall be equal to the total price, consideration or proceeds to be distributed to all shareholders in respect of the shares concerned by the Transaction. Si If the Proceeds to be Distributed are paid partly in cash (whether as an additional cash payment or otherwise) and partly in assets or shares of the Company or of another company, the appropriate Allocation Key shall be applied both to the portion paid in cash and to the portion paid in assets or shares, without distinction according to the nature of the payment, such that when each shareholder’s financial rights are defined, each one shall receive the same portion in cash and in shares or assets of each category. If the Proceeds to be Distributed are paid in several instalments, with or without conditions, each instalment shall be distributed at the time it is actually paid to the shareholders, in accordance with the stages of the Allocation Keys, such that the Allocation Keys will be applied at the time each instalment is paid by taking into account payments already received under previous instalments, if any.
(c) Only shareholders participating in the Transaction shall be taken into account for the purposes of applying the Allocation Keys. Therefore, in the event of a Sale relating to a portion of the capital only, only those shareholders participating in the Sale shall be taken into account in calculating the number of shares that are the subject of the Sale. In addition, the special financial rights described in this Schedule and attached to the shares may be exercised only once, such that any Share (A, B, C, D or E) transferred as a result of a Transaction shall be deprived of such special financial rights after said transfer. In the event that a shareholder participating in the Transaction holds shares of several categories, the Allocation Keys shall be applied depending on the category of shares that are the subject of the Transaction, as will be specified by the relevant shareholder, if applicable. The subscription price of each share shall be determined on the basis of the Company’s legal documents and, if necessary, shall be adjusted to take into account any reverse stock split, stock split or change in the par value of the Company’s shares, as well as the exercise of the Ratchet Stock Warrants (BSA01-2005, BSA06-2006 and BSA01-2008). Only the subscription price of the shares when issued shall be used for the purposes of applying this Article, without taking into account the value of the stock warrants or any other right of a similar nature attached to a share when issued, or the price paid by a shareholder in the event the shares were acquired after such issue. Entries that the Company posts to the “Issue Premium” item of its balance sheet (in particular, any loss setoffs, distributions or capitalisation) shall not be taken into account for the purposes of applying this Article, for which, in any event, the amount of issue premiums paid at the time the shares were issued shall be taken into account. In the event that at any of the distribution stages specific to each Allocation Key the share of available Proceeds to be Distributed is insufficient to meet all the financial rights concerned, the available amount shall be distributed in proportion to the total financial rights of each shareholder for the relevant stage compared to the total financial rights to be met at such stage.
Appears in 1 contract
Distribution Principles. (a) In the event that, in accordance with the requirements set forth below, the Company is the subject of a Sale, Merger or Liquidation (as such terms are defined below, and which shall be referred to collectively as a “Transaction”), the shareholders agree to make a special distribution of the overall consideration obtained by them from such Transaction (the “Proceeds to be Distributed”, as defined hereinafter) in respect of the shares concerned by the Transaction (i.e. 100% of the shares in the event of a sale of the Company, or a lower number in the case of Transactions which will result in only a partial divestment of a stake in the Company, such as a sale of less than 100% of the capital or a distribution of a majority, but not all, of the Company’s assets). Such distribution shall be made in proportion to each shareholder’s respective interest in the Transaction (“Allocation Key no. 1”, as defined in Article 1.2 hereafter), provided that the share of the Proceeds to be Distributed allocated to E Shares concerned at the conclusion of such distribution shall, for each E Share, be at least equal to 1.8 times (1.8 x) the subscription price of a E Share, Otherwise, the distribution of the Proceeds to be Distributed shall be made according to specific rules (“Allocation Keys no. 2, 3 or 4”, as defined in Article 1.2 hereafter), which are intended to enable the holders of shares, to the extent possible, – and after a preferential initial distribution of 2% of the Proceeds to be Distributed to A Shares – to recover a price or other consideration per share equal to or greater than its subscription price, with a first-ranking priority right for E Shares, a second-ranking priority right for D Shares, a third-ranking priority right for C Shares and a fourth-ranking priority right for B Shares. These preferential distribution rules and the order of priority adopted have been defined by taking into account the differences between the subscription prices of A, B, C, D and E Shares and the order in which the investments therein was completed. The most recent subscribers agreed to invest in the Company on condition that they be given priority in recovering their funds, which the earlier subscribers.
(b) The “Proceeds to be Distributed” used for the application of the various Allocation Keys shall be equal to the total price, consideration or proceeds to be distributed to all shareholders in respect of the shares concerned by the Transaction. Si If the Proceeds to be Distributed are paid partly in cash (whether as an additional cash payment or otherwise) and partly in assets or shares of the Company or of another company, the appropriate Allocation Key shall be applied both to the portion paid in cash and to the portion paid in assets or shares, without distinction according to the nature of the payment, such that when each shareholder’s financial rights are defined, each one shall receive the same portion in cash and in shares or assets of each category. If the Proceeds to be Distributed are paid in several instalments, with or without conditions, each instalment shall be distributed at the time it is actually paid to the shareholders, in accordance with the stages of the Allocation Keys, such that the Allocation Keys will be applied at the time each instalment is paid by taking into account payments already received under previous instalments, if any.
(c) Only shareholders participating in the Transaction shall be taken into account for the purposes of applying the Allocation Keys. Therefore, in the event of a Sale relating to a portion of the capital only, only those shareholders participating in the Sale shall be taken into account in calculating the number of shares that are the subject of the Sale. In addition, the special financial rights described in this Schedule and attached to the shares may be exercised only once, such that any Share (A, B, C, D or E) transferred as a result of a Transaction shall be deprived of such special financial rights after said transfer. In the event that a shareholder participating in the Transaction holds shares of several categories, the Allocation Keys shall be applied depending on the category of shares that are the subject of the Transaction, as will be specified by the relevant shareholder, if applicable. The subscription price of each share shall be determined on the basis of the Company’s legal documents and, if necessary, shall be adjusted to take into account any reverse stock split, stock split or change in the par value of the Company’s shares, as well as the exercise of the Ratchet Stock Warrants (BSA01-2005, BSA06-2006 and BSA01-2008). Only the subscription price of the shares when issued shall be used for the purposes of applying this Article, without taking into account the value of the stock warrants or any other right of a similar nature attached to a share when issued, or the price paid by a shareholder in the event the shares were acquired after such issue. Entries that the Company posts to the “Issue Premium” item of its balance sheet (in particular, any loss setoffs, distributions or capitalisation) shall not be taken into account for the purposes of applying this Article, for which, in any event, the amount of issue premiums paid at the time the shares were issued shall be taken into account.
Appears in 1 contract
Distribution Principles. (a) In the event that, in accordance with the requirements set forth below, the Company is the subject of a Sale, Merger or Liquidation (as such terms are defined below, and which shall be referred to collectively as a “Transaction”), the shareholders agree to make a special distribution of the overall consideration obtained by them from such Transaction (the “Proceeds to be Distributed”, as defined hereinafter) in respect of the shares concerned by the Transaction (i.e. 100% of the shares in the event of a sale of the Company, or a lower number in the case of Transactions which will result in only a partial divestment of a stake in the Company, such as a sale of less than 100% of the capital or a distribution of a majority, but not all, of the Company’s assets). Such distribution shall be made in proportion to each shareholder’s respective interest in the Transaction (“Allocation Key no. 1”, as defined in Article 1.2 hereafter), provided that the share of the Proceeds to be Distributed allocated to E Shares concerned at the conclusion of such distribution shall, for each E Share, be at least equal to 1.8 times (1.8 x) the subscription price of a E Share, Otherwise, the distribution of the Proceeds to be Distributed shall be made according to specific rules (“Allocation Keys no. 2, 3 or 4”, as defined in Article 1.2 hereafter), which are intended to enable the holders of shares, to the extent possible, – and after a preferential initial distribution of 2% of the Proceeds to be Distributed to A Shares – to recover a price or other consideration per share equal to or greater than its subscription price, with a first-ranking priority right for E Shares, a second-ranking priority right for D Shares, a third-ranking priority right for C Shares and a fourth-ranking priority right for B Shares. These preferential distribution rules and the order of priority adopted have been defined by taking into account the differences between the subscription prices of A, B, C, D and E Shares and the order in which the investments therein was completed. The most recent subscribers agreed to invest in the Company on condition that they be given priority in recovering their funds, which the earlier subscribers.
(b) The “Proceeds to be Distributed” used for the application of the various Allocation Keys shall be equal to the total price, consideration or proceeds to be distributed to all shareholders in respect of the shares concerned by the Transaction. Si If the Proceeds to be Distributed are paid partly in cash (whether as an additional cash payment or otherwise) and partly in assets or shares of the Company or of another company, the appropriate Allocation Key shall be applied both to the portion paid in cash and to the portion paid in assets or shares, without distinction according to the nature of the payment, such that when each shareholder’s financial rights are defined, each one shall receive the same portion in cash and in shares or assets of each category. If the Proceeds to be Distributed are paid in several instalments, with or without conditions, each instalment shall be distributed at the time it is actually paid to the shareholders, in accordance with the stages of the Allocation Keys, such that the Allocation Keys will be applied at the time each instalment is paid by taking into account payments already received under previous instalments, if any.
(c) Only shareholders participating in the Transaction shall be taken into account for the purposes of applying the Allocation Keys. Therefore, in the event of a Sale relating to a portion of the capital only, only those shareholders participating in the Sale shall be taken into account in calculating the number of shares that are the subject of the Sale. In addition, the special financial rights described in this Schedule and attached to the shares may be exercised only once, such that any Share (A, B, C, D or E) transferred as a result of a Transaction shall be deprived of such special financial rights after said transfer. In the event that a shareholder participating in the Transaction holds shares of several categories, the Allocation Keys shall be applied depending on the category of shares that are the subject of the Transaction, as will be specified by the relevant shareholder, if applicable. The subscription price of each share shall be determined on the basis of the Company’s legal documents and, if necessary, shall be adjusted to take into account any reverse stock split, stock split or change in the par value of the Company’s shares, as well as the exercise of the Ratchet Stock Warrants (BSA01-2005, BSA06-2006 and BSA01-2008). Only the subscription price of the shares when issued shall be used for the purposes of applying this Article, without taking into account the value of the stock warrants or any other right of a similar nature attached to a share when issued, or the price paid by a shareholder in the event the shares were acquired after such issue. Entries that the Company posts to the “Issue Premium” item of its balance sheet (in particular, any loss setoffs, distributions or capitalisation) shall not be taken into account for the purposes of applying this Article, for which, in any event, the amount of issue premiums paid at the time the shares were issued shall be taken into account.
Appears in 1 contract
