Common use of Extraordinary General Meetings Clause in Contracts

Extraordinary General Meetings. 1. The following matters fall within the remit of the Extraordinary General Meeting: - any amendments of these Articles of Association for which the approval by an Extraordinary General Meeting is required by law, including but not limited to, and subject to the provisions of these Articles of Association, the following: . an increase or reduction of the Company's share capital, . a change in the terms and conditions of share transfers, . a change in the composition of Ordinary General Meetings or in the shareholders' voting rights at Ordinary or Extraordinary General Meetings, . a change in the object, term or registered office of the Company, subject to the powers granted to the Managing Partners to transfer the Company’s registered office pursuant to article 4, . the conversion of the Company into a different type of company, such as a French joint-stock corporation (société anonyme) or limited liability company (société à responsabilité limitée); - the winding up of the Company; - the merger of the Company with another company; - and all other matters within the remit of the Extraordinary General Meeting, in accordance with the law. 2. Extraordinary General Meetings assemble all the shareholders under the conditions set down by law. The deliberations of an Extraordinary General Meeting held at first call are valid only if the shareholders present, represented or having voted by post hold at least a quarter of the shares carrying voting rights. At second call, the deliberations are valid only if the shareholders present, represented or having voted by post hold at least a fifth of the shares carrying voting rights. 3. No resolution may be passed by the Extraordinary General Meeting without the unanimous prior agreement of the General Partner or Partners. However, where there are several General Partners, a resolution to convert the Company into a different type of company requires the prior agreement of only a majority of the General Partners. The agreement of the General Partners must be obtained by the Managing Partners, in advance of the relevant Extraordinary General Meeting. 4. In all cases, the resolutions of Extraordinary General Meetings are passed by a vote in favour by at least two-thirds of the shareholders present, represented or having voted by post.