Important Decisions. 14.1 Prior to a consensus agreement reached by both parties, each party shall guarantee that the designated director will not allow or even cause the following things to happen:
(A) Credit loans from the banks or various borrowings;
(B) Mortgage all or part of the business or assets of the Company;
(C) Make loans from other companies or provide credit loans, surety or guarantee to other companies, or provide surety or guarantee of the responsibilities or liabilities for others;
(D) Change the scope of business listed in Articles 1.1 and 1.2;
(E) Sell, transfer, rent or in any other methods to dispose of (one time or several times) the business, assets, properties or benefits of the Company or sign such contracts related;
(F) Purchase or acquire the stocks issued by other companies or bonds, any other responsibilities or mortgage of other companies or individuals in any other ways;
(G) Purchase real estate, land or property rights of the companies;
(H) Sponsor any plans with money;
(I) Construct, improve or proceed any important improvements, maintenance, alteration or change of all or part of the property of the Company.
(J) Fixed or floating mortgage, lien or other limitations resulted from assets of the Company; however, surety made for the normal operation of the Company is excluded.
(K) Change the rights of the shares of different categories of the Company.
(L) Consolidate, separate or change stocks of the Company or change the rights of such stocks in any other methods.
(M) Introduce other people to become stockholders of the Company before getting consent from the directorate.
(N) Purchase or sell the rights of the subsidiaries of the Company.
(O) Do partnership business or negotiate an agreement of distributing dividends with other people.
(P) Allow or tacitly agree to certain actions that lead to liquidation of the Company (volunteer or enforced); nevertheless, liquidation carried out in accordance with the articles in this agreement is excluded.
(Q) Issue various bonds, stock warrants, convertible bonds or any financial arrangements that might affect the interest or benefits of the other party;
(R) Modify the memorandum of the Company, and;
(S) Incur the Company to pay for the expenses besides budget.
(T) Any resolutions that may affect the rights of both parties.
(U) The budget of the Company has to be decided by both parties in accordance with the methods of expenses provided and listed as an important decision.
Important Decisions. The following decisions (“Important Decisions”) will require the prior authorization of the Board of Directors: • transactions that could affect the strategy, capital, financial structure, or scope of activity of DBV; • approval and amendment of the DBV business plan and adoption of the annual budget; • merger, split, partial contribution of assets or any other similar or equivalent transaction, dissolution, liquidation, lease management or assignment of business, or transfer of essential assets, with respect both to DBV and to its subsidiaries; • acquisition or transfer, taking or transfer of participation in other entities, joint ventures, in a unit amount greater than 1 million euros or a total amount greater than 5 million euros, and any exchanges relating to property, shares, or securities in the course of acquisition or transfer transactions; • investment or divestment (whether in the form of CAPEX or OPEX), commitment or decommitment, acquisition or transfer of assets not provided for in the annual budget and in a unit amount greater than 1 million euros or a total amount greater than 5 million euros; • creation of subsidiaries or opening of their capital to third parties; • setting up facilities outside French territory, in particular via offices, branches, or establishments, including R&D activities, or removing such facilities; • entering into financing not provided in the annual budget in a unit amount greater than 1 million euros or a total amount greater than 5 million euros, or resulting in a unit commitment greater than 1 million euros or a total commitment greater than 5 million euros, including credit facilities and hire-purchase contracts; any decision by DBV or one of its subsidiaries that could result in default on financing taken out by DBV and/or its subsidiaries; • granting security interests, endorsements, or guarantees on property of DBV or its subsidiaries, granting any other off-balance sheet commitment, other than in the ordinary course of business; • agreements establishing or amending the main terms and conditions of any agreement relating to strategic partnerships; • assigning or transferring intellectual property rights and R&D results and any license relating thereto, other than in the ordinary course of business, and not as provided in the annual budget; • initiating and conducting significant litigation and settlements relating to such litigation; • amending the rules relating to the composition of the Board of Directors ...
