The Parties undertake to comply with the requirements imposed by the SLF if any. Page 5. In addition Media Planning shall distribute reserves as an extraordinary dividend in an amount of ,, Pesetas. As a consequence, an amount of ,, Pesetas shall be deducted from Media Planning's Average Net Cash position for for the purpose of the valuation formula provided in Article 1.
The respective dividends shall be paid and belong to the respective shareholders as at 31 December Article 8 - Acquisitions, Disposals 8. Should HA acquire through purchase, contribution, merger or otherwise a company or a group of companies which do not form a network of agencies i. However, in such circumstance, HA undertakes to offer, by written notification sent to New MP within one month of such acquisition to New MP to acquire by purchase, contribution, merger or otherwise the Media Business of the acquired company or companies.
New MP shall have one month from the written notification received from HA to notify HA that it wishes to acquire the Media Business of the acquired company or companies under terms and conditions to be discussed and agreed between HA and New MP as soon as possible after New MP notifying HA its intention to acquire the Media Business of the acquired company or companies.
Business of the acquired company or companies, New MP and such Media Business shall compete independently. Article 9 - Change of the valuation formula and resulting changes For the purpose of Article 1. Such portions are omitted from this filing and filed separately with the Securities and Exchange Commission. Page 8. Said compensations will be made in the way described in clause 1.
All references to "proforma accounts" and "proforma values" in the Merger Agreement shall be deemed reference to "actual accounts" and "actual values" resulting from the accounts attached as Annex A and all references to "actual values" shall be deemed reference to "Actual Audited Values".
The Arthur Andersen report which shall particularly include its calculation of the "actual values" , shall be provided to the parties on 30 April at the latest. The compensation to be paid under Sections 1. Page 9. If as a result of the audit provided in Clause 1. Subject always to Section 1. Article 13 - Miscellaneous financing matters Until such time as such substitution and release are obtained, should HA or any HA group company have to make any payments to third parties under any such guarantee, New MP shall pay or cause to be paid to HA or the relevant HA group company any amount thus paid, upon request.
Merger Date and which should be terminated forthwith, which termination HA and the MP Shareholders shall cause, if so required. Upon review, New MP will decide by simple majority of the Board of Directors at its discretion whether it wishes to proceed with the transfer of the U. Page Article 14 - Coordination Interim Committee, Reporting In addition to any other terms and conditions agreed in the Merger Agreement, and subject to the first paragraph of Clause Until said approval or authorization is obtained, HA and MP shall abstain from effecting any acts that could affect the Merger or outside the ordinary course of business.
Subject to the immediately preceding paragraph, from the date hereof until the Merger Date, HA Group and MP Group will be managed in coordination by a committee the "Interim Committee" composed of eight members. The functions and responsibilities of the Interim Committee shall be, in general, to supervise, control and direct all the activities of the Media Business Contributions of HA and MP. Without limitation, the Interim Committee will, whenever it considers convenient: i review and approve the acts and decisions of managers and Directors of the Media Business Contributions; ii establish business guidelines and policies, and provide instructions for any employees; iii remove or replace Directors or employees of the Media Business Contributions; iv assist and participate in all Board or management meetings in any of the companies of the Media Business Contributions; v have the right to request and obtain from the Media Business Contributions any information without limitation; vi approve, disapprove or instruct to execute any agreement or contract affecting the Media Business Contributions; vii approve any acts to be taken by each respective company's management of the Media Business Contributions if they are included in the acts listed in paragraph b below the "Majority Acts".
Subject to Clause In the event of a tie vote, the General Coordinator mentioned in clause The General Coordinator will have the capacity to exercise all the faculties and rights of the Interim Committee listed above, fully and without limitations, except the acts listed in the previous paragraph requiring a supermajority vote to be passed by the Interim Committee, subject in all cases to Clause The Interim Committee members are appointed until Merger Date.
The removal of any Interim Committee member prior to that date will require a unanimous decision by all Parties to this Agreement. The undersigned notary who speaks and understands English states herewith that the present deed is worded in English followed by a French version; on request of the appearing persons and in case of divergences between the English and the French texts, the English version will be prevailing.
The document having been read to the persons appearing all known to the notary by their names, first names, civil status and residences, the members of the board of the meeting signed together with the notary the present deed. Que l? Jurisdiction: Luxembourg. Go to Full Profile.
Is timely data about corporations critical to your business? Government gazettes are the notice of record for many key events. OpenGazettes has a policy to show gazette notices that don't relate to companies to logged-in users only. Brought to you by. Notice Published on January 7, Fatiha Wagner, manager, with professional residence at 6, rue Jean Monnet, L Luxembourg, who appointed as secretary Mrs. The meeting elected as scrutineer by Mrs.
Fatiha Wagner, prenamed. The board of the meeting having thus been constituted, the chairman declared and requested the notary to state: I. That the agenda of the meeting is the following: 1. Subsequent amendment of article 2. Then the general meeting, after deliberation, takes unanimously the following resolutions: First resolution The general meeting of the shareholders decides to transfer the registered office of the Company from L - Bertrange, 33 rue du Puits Romain to 6, rue Jean Monnet, L - Luxembourg.
Second resolution As a consequence of the above-mentioned resolution, the general meeting of the shareholders decides to amend article 2.
Hencks Jean-Paul 30, r. Notre-Dame, Luxembourg. Thyes-Walch Marthe 16, r. Etude Notaire Doerner Christine 10, r. Molitor Frank , av. Charlotte, Dudelange. Kesseler Francis 5, r. Muller Norbert 7, r. Xavier Brasseur, Esch-sur-Alzette. Moutrier Blanche 19, r. Wagner Jean-Joseph 37, r. Schuman Robert 54, r. Kennedy, Differdange. Page:  2 Next. Free listing Add you business for free.
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