Approval of the Transfer of Share Clauses Exemplaires

Approval of the Transfer of Share. Transfers of Shares, including those between shareholders, may only take place with the prior approval of the Extraordinary General Meeting. The application for approval must be notified by registered letter with acknowledgement of receipt, by e-mail, or by any other traceable means of correspondence, addressed to the President and the other shareholders of the Company and indicating: − the number and nature of the Shares subject to the proposed Transfer; − the full and detailed terms of the Transfer, including the price per Share, which must be stipulated in cash. In the event of a Transfer for which the consideration is not entirely provided for in cash, the amount in cash must be calculated by strict equivalence and the notification must also exhaustively set out the content of the actual consideration proposed by the Transferee ; − the identity of the Transferee if it is a natural person (surname, first name, address, date and place of birth, profession, and, where applicable, the relationship to the transferor), and if it is a legal person, the following information: name, form, registered office, registred number, identity of the directors, activities carried out, the identity of its shareholders and ultimate beneficial owners as defined by the French Monetary and Financial Code. The President has a period of three (3) months from receipt of the application for approval to inform the transferor of the decision of the shareholders. In the absence of a reply within the above period, the approval will be deemed to have been acquired. The decisions to approve or refuse approval are not motivated. In the event of approval, and subject to the pre-emption procedure provided for in Section 15.04 below, the transferor may freely carry out the Transfer under the conditions notified in its application for approval. The Transfer of the Shares must be completed no later than sixty (60) days after the approval decision : failure to complete the Transfer within this period, the approval will lapse. In the event of refusal of approval, the Company is required, within three (3) months of notification of the refusal of approval, to acquire the Shares of the transferor (unless the transferor renounces the proposed Transfer), by one or more shareholders or third parties approved in accordance with the procedure set out above, at the price determined by mutual agreement with the transferor, if necessary on the basis of a price formula determined in any extra-statutory ac...