Qualified Majority. The vote of 2/3 of the Steering Committee, or in the case of a Committee or Submission Group, the vote of 2/3 of all of the Members of the Committee or Submission Group.
Qualified Majority. In order to make the following decisions, shareholders owning at least three quarters (3/4) of the capital stock of the Corporation must be present or represented at the Shareholders’ Meeting and shareholders owning at least three quarters (3/4) of the shares of the Corporation must vote in favor:
Qualified Majority. Having examined the recommendations of the Strategic Committee, and after having deliberation, the Board of Directors has taken note of (i) the terms of the proposed Business Combination (ii) the draft combination agreement to be entered into between 2MX Organic and InVivo Group and detailing the terms and conditions of the Business Combination (the "Business Combination Agreement") (iii) a summary of the main agreements relating to the proposed Business Combination and, more generally, the information contained in the draft Merger Prospectus prepared by 2MX Organic and to be filed with the AMF and (iv) the conclusions of the Financial Expert, acknowledges that : - the proposed Business Combination meets the criteria defined in the IPO Prospectus for the completion of a business combination and in particular the minimum threshold of 75% (as this term is defined in the IPO Prospectus) and other criteria and guidelines identified by 2MX Organic in the IPO Prospectus; - the proposed Business Combination will be carried out through a contribution in kind by InVivo Group of all of the shares of InVivo Retail; - as a result of the proposed Business Combination, InVivo Retail will become a wholly- owned subsidiary of 2MX Organic and InVivo Group will become the controlling majority shareholder of 2MX Organic; - The contemplated Business Combination will be based on a pre-money value of InVivo Retail shares (before the recapitalization by InVivo Group of part of its current shareholder account for an amount of 99,999,999.81 euros) of 457.1 million euros; - in consideration for the contribution of the InVivo Retail shares by InVivo Group, 2MX Organic will issue new ordinary shares to InVivo Group; - the value of a new ordinary share of 2MX Organic for the determination of the exchange ratio will be € 10.00; - the contemplated Business Combination is subject to the following conditions precedent (i) InVivo Group obtaining a waiver from the AMF of the obligation to file a mandatory public offer in accordance with Article 234-9 of the AMF General Regulations, as InVivo Group holds, through the simple mechanism of the contribution in kind of the InVivo Group more than 30% of the capital and voting rights of 2MX Organic, (ii) the approval by the AMF of a draft prospectus relating to the application for admission to trading on the professional segment of Euronext Paris of the new ordinary shares to be issued by 2MX Organic as consideration for the contribution, (iii) the...
