Common use of Managing Partners Clause in Contracts

Managing Partners. 1. The Company is managed and administered by one or more Managing Partners (Gérants). Xxxx-Xxx Lagardère was the first Managing Partner of the Company, appointed in late 1992 when the company became a French partnership limited by shares (société en commandite par actions). He held this position until his death in 2003. 2. Throughout the life of the Company, any new Managing Partner is appointed unanimously by the General Partners, with the approval of the Supervisory Board or of the General Meeting as specified in article 14 below. 3. Each Managing Partner has the broadest possible authority to act in any circumstances in the name of the Company, within the scope of the corporate purpose and subject to the powers expressly attributed by law or these Articles of Association to the shareholders’ meetings and to the Supervisory Board. In accordance with the law, individual Managing Partners may authorise and grant, in the name of the Company, any sureties, warranties and undertakings they deem reasonable. Each of the Managing Partners may delegate part of his/her powers to one or more persons, whether or not they are employees of the Company and whether or not such persons have a contractual relationship with the Company. Such delegation in no way affects the duties and liability of the Managing Partner in relation to the exercise of such powers. 4. The Managing Partner(s) must take all due care in handling the business of the Company. 5. The age limit for Managing Partners who are natural persons is 80 years. 6. The term of office of a Managing Partner may not exceed six years but is renewable. Any Managing Partner wishing to resign must inform the other Managing Partners, the General Partners and the Chairman of the Supervisory Board by registered letter with acknowledgement of receipt, at least three months before the date on which said resignation is to take effect. In the event that a corporate General Partner that is also a Managing Partner of the Company, changes its own managing partner(s), chairman of its board of directors and/or chief executive officer(s) and/or chief operating officer(s), it is deemed to have resigned as Managing Partner of the Company, with immediate effect. This is also the case on expiry of the approval of such persons given by the Supervisory Board as described in article 14-6, or in the event of any sale or subscription of shares not approved by the Supervisory Board as described in article 14-3. When a Managing Partner’s office terminates, the management of the Company is carried out by the Managing Partner or Partners who remain in office, without prejudice to the right of the General Partners to appoint a new Managing Partner as a replacement, or to re-appoint the outgoing Managing Partner, under the conditions provided for in article 10-2. Where a sole Managing Partner’s office terminates, one or more new Managing Partners are appointed, or the outgoing sole Managing Partner is re-appointed, under the conditions provided for in article 10-2. However, pending such appointment, the Company is managed by the General Partner or Partners, who may delegate all necessary powers for the management of the Company until a new Managing Partner (or Partners) is appointed. Managing Partners may be dismissed at any time on grounds of incapacity (whether as a result of insolvency proceedings or otherwise) or for any other cause, by the unanimous decision of the General Partners, after the Supervisory Board has expressed its opinion under the conditions provided for in article 14 below. Managing Partners may also be dismissed for just cause, by decision of the courts.

Managing Partners. 1. The Company is managed and administered by one or more Managing Partners (Gérants). Xxxx-Xxx Lagardère Xxxxxxxxx was the first Managing Partner of the Company, appointed in late 1992 when the company became a French partnership limited by shares (société en commandite par actions). He held this position until his death in 2003. 2. Throughout the life of the Company, any new Managing Partner is appointed unanimously by the General Partners, with the approval of the Supervisory Board or of the General Meeting as specified in article 14 below. 3. Each Managing Partner has the broadest possible authority to act in any circumstances in the name of the Company, within the scope of the corporate purpose and subject to the powers expressly attributed by law or these Articles of Association to the shareholders’ meetings and to the Supervisory Board. In accordance with the law, individual Managing Partners may authorise and grant, in the name of the Company, any sureties, warranties and undertakings they deem reasonable. Each of the Managing Partners may delegate part of his/her powers to one or more persons, whether or not they are employees of the Company and whether or not such persons have a contractual relationship with the Company. Such delegation in no way affects the duties and liability of the Managing Partner in relation to the exercise of such powers. 4. The Managing Partner(s) must take all due care in handling the business of the Company. 5. The age limit for Managing Partners who are natural persons is 80 years. 6. The term of office of a Managing Partner may not exceed six years but is renewable. Any Managing Partner wishing to resign must inform the other Managing Partners, the General Partners and the Chairman of the Supervisory Board by registered letter with acknowledgement of receipt, at least three months before the date on which said resignation is to take effect. In the event that a corporate General Partner that is also a Managing Partner of the Company, changes its own managing partner(s), chairman of its board of directors and/or chief executive officer(s) and/or chief operating officer(s), it is deemed to have resigned as Managing Partner of the Company, with immediate effect. This is also the case on expiry of the approval of such persons given by the Supervisory Board as described in article 14-6, or in the event of any sale or subscription of shares not approved by the Supervisory Board as described in article 14-3. When a Managing Partner’s office terminates, the management of the Company is carried out by the Managing Partner or Partners who remain in office, without prejudice to the right of the General Partners to appoint a new Managing Partner as a replacement, or to re-appoint the outgoing Managing Partner, under the conditions provided for in article 10-2. Where a sole Managing Partner’s office terminates, one or more new Managing Partners are appointed, or the outgoing sole Managing Partner is re-appointed, under the conditions provided for in article 10-2. However, pending such appointment, the Company is managed by the General Partner or Partners, who may delegate all necessary powers for the management of the Company until a new Managing Partner (or Partners) is appointed. Managing Partners may be dismissed at any time on grounds of incapacity (whether as a result of insolvency proceedings or otherwise) or for any other cause, by the unanimous decision of the General Partners, after the Supervisory Board has expressed its opinion under the conditions provided for in article 14 below. Managing Partners may also be dismissed for just cause, by decision of the courts.