Reference Shareholder definition

Reference Shareholder means Safinco NV (which expression shall include any successor or other vehicle substituted to it and controlled (within the meaning of Article 5 of the Belgian Company Code) by the descendants of Mr. Constant Vandemoortele).

Reference Shareholder means Verbrugge NV, a public company with limited liability ("naamloze vennootschap / société anonyme"), incorporated and existing under the laws of Belgium, having its registered office at Steverlyncklaan 15, 8900 Ypres, Belgium, and registered with the Register of Legal Entities (rechtspersonenregister – RPR / registre des personnes morales- RPM) (Ghent, section Ypres) under enterprise number 0441.554.490, and its Affiliates at the Issue Date (or their respective legal successors).The Put Redemption Amount applicable in the case of, or following, the occurrence of a Change of Control, reflects a maximum yield of 0.75 points above the yield of the relevant Bonds on the Issue Date up to the Maturity Date in accordance with the Koninklijk Besluit van 26 mei 2014 over de inhouding en de vergoeding van de roerende voorheffing / Arrêté royal de 26 mai 1994 relatif à la perception et à la bonification du précompte mobilier (Royal Decree of 26 May 1995 on the deduction of withholding tax) (the ‘Royal Decree’). The Royal Decree indeed requires that in relation to Bonds that can be traded on N accounts, if investors exercise a right to have the Bonds redeemed early, the actuarial return cannot exceed the actuarial return of the Bonds upon the issue up to the final maturity by more than 0.75 points.

Reference Shareholder means any Italian municipality, province, region and/or consortium, or any consortium or company directly or indirectly controlled by Italian municipalities, provinces, regions and/or consortiums and, for the purposes of this definition, “consortium” means a consortium incorporated pursuant to Article 31 of Legislative Decree No. 267 of 18 August 2000, as amended.

Examples of Reference Shareholder in a sentence

• An Accession Letter shall be executed by such Affiliate(s) in such a manner that such Affiliate(s) shall become a Reference Shareholder Party as from the date at which the aggregate holding by the existing Reference Shareholder Parties falls below the 30% threshold (and with retrospective effect if executed after such date).

• In addition, the Reference Shareholder has entered into a voting agreement with Fonds Baillet Latour SRL with a social purpose (now Fonds Baillet Latour SC) and Fonds Voorzitter Verhelst SRL with a social purpose.

• The Board of Directors may also appoint on each committee one of the directors appointed upon proposal of the Reference Shareholder, subject to such director having the appropriate skills and experience to serve in the relevant committee.The Board of Directors may also set up temporary ad hoc Committees.Where needed, each Committee has access to independent professional advice, financed by the Company, for all topics pertaining to the competence of such Committee.

• Subject to certain exceptions, at least seven of the eight Reference Shareholder directors must be present or represented in order to constitute a quorum of the Reference Shareholder board, and any action to be taken by the Reference Shareholder board of directors will, subject to certain qualified majority conditions, require the approval of a majority of the directors present or represented, including at least two directors appointed by BRC and two directors appointed by EPS/EPS Participations.

• Immediately thereafter, EPS Participations joined the concert constituted by BRC, EPS, Rayvax and the Reference Shareholder and adhered to the shareholders’ agreement.

More Definitions of Reference Shareholder

Reference Shareholder means Mr. Joost Bert and/or Kinehold Bis SA (including any successor thereto as long as the relevant shares remain within the same family structure).

Reference Shareholder means any Italian local entity or authority including regions, provinces, municipalities, metropolitan cities and consortium, or any consortium or company directly or indirectly controlled by such entities or authorities; for the purposes of this definition, (i) “consortium” means a consortium incorporated pursuant to Article 31 of Legislative Decree No. 267 of 18 August 2000, as amended and (ii) the concept of “control” shall be construed and interpreted in accordance with Article 2359, paragraphs 1 and 2, of the Italian Civil Code;

Reference Shareholder means the Region of Lombardy or any consortium or company directly or indirectly controlled by such entities or authorities; for the purposes of this definition, (i) “consortium” means a consortium incorporated pursuant to Article 31 of Legislative Decree No. 267 of 18 August 2000, as amended and (ii) the concept of “control” shall be construed and interpreted in accordance with Article 2359, paragraphs 1 and 2, of the Italian Civil Code;

Reference Shareholder means Turytes S.p.A., a joint-stock company with registered office at Galleria Cavour n. 4, Bologna, Bologna Companies Register entry no. 03704150378.

Reference Shareholder means the Reference A Shareholders or the Reference B Shareholders, as applicable, and “Reference Shareholders” means them both.

Reference Shareholder means Jean-Louis Bouchard, his heirs and/or any entity, directly or indirectly, controlled, pursuant to Article 5 et seq. of the Belgian Companies Code by Jean- Louis Bouchard and/or his heirs.

Reference Shareholder means Marino Golinelli & C. S.a.p a., a company incorporated under Italian law with its registered office in Bologna, Galleria Cavour No. 4, registered with the Bologna Companies Register at 03704150378.