Action by the Shareholders. (a) At all meetings of shareholders of the JVCO, whether annual or extraordinary general meetings, the holders of a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may only adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each shareholder. (b) If a Supermajority Decision has been approved by the Board in accordance with Section 2.11(c) hereof, each party agrees not to vote, or permit the vote of, the JVCO Equity Securities controlled, owned or held by such party or its Affiliates with respect to such Supermajority Decision in a manner that is inconsistent with such Supermajority Decision as approved by the Board. (c) Prior to the consummation of a Qualified IPO, and in addition to the receipt of all other applicable Necessary Corporate Approvals, neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following, and each party shall exercise its respective voting rights in respect of its Shares and shall exercise its other rights, in each case to procure that neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following, without (in addition to the receipt of all other applicable Necessary Corporate Approvals) the affirmative vote or written consent of each of Synacor and Maxit: (i) alter or change the rights, preferences or privileges of the Shares; (ii) increase or decrease the authorized number of Preferred Shares or Ordinary Shares or any series thereof; or (iii) effect the payment or declaration of any Dividends with respect to any Shares.
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Action by the Shareholders. (a) No Shareholder or group of Shareholders acting independently of the Management Board has the power to bind JVCO. A special meeting of the Shareholders may be called at any time by a majority of the Management Board, the Chief Executive Officer or by one or more Shareholders upon not less than ten Business Days’ prior written notice (which may be electronic) to each Shareholder, which notice shall state the purpose or purposes for which such special meeting is being called; provided, however, that such notice may, as to any Shareholder, be waived in writing by such Shareholder. No business may be transacted at such special meeting other than the business specified in the notice to the Shareholders. JVCO shall use reasonable efforts to schedule meetings of Shareholders at such places and times based on the reasonable availability of the Shareholders such that all Shareholders may participate in all meetings of Shareholders. At all meetings of shareholders Shareholders of the JVCO, whether annual or extraordinary general meetings, the holders of at least a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business; provided, however, that a quorum for any meeting at which the Shareholders will vote on any items requiring Shareholder Approval pursuant to Section 3.10(b), shall equal holders of at least two-thirds of the Shares entitled to vote thereat, present in person or by proxy. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may only adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which that might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each shareholderShareholder setting forth a time and place for the reconvening of the original meeting and observing a notice period of not less than ten Business Days. In the event of two consecutive duly called special meetings at which a quorum has not been established, the quorum at the next special meeting shall be the presence, in person or by proxy, of the holders of 50% or more of the Shares entitled to vote thereat.
(b) If a Supermajority Decision has been approved by the Board in accordance with Section 2.11(c) hereof, each party agrees JVCO shall not to vote, or permit the vote of, the JVCO Equity Securities controlled, owned or held by such party or its Affiliates with respect to such Supermajority Decision in a manner that is inconsistent with such Supermajority Decision as approved by the Board.
(c) Prior to the consummation of a Qualified IPO, and in addition to the receipt of all other applicable Necessary Corporate Approvals, neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize authorize, or approve any of the following, and each party Party shall exercise its respective voting rights in respect of its Shares and shall exercise its other rights, in each case not permit JVCO to procure that neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize authorize, or approve any of the following, following without (in addition to the receipt of all other applicable Necessary Corporate Approvals) the affirmative vote or of the holders of a majority of the outstanding Shares at a duly convened Shareholder meeting at which a quorum is present, or, in lieu of a meeting, by the unanimous written consent of all Shareholders (“Shareholder Approval”) (provided, however, that the Management Board shall submit for approval each of Synacor the below actions to the Shareholders, and Maxit:take such actions to implement any such actions which are approved by the holders of a majority of the outstanding Shares pursuant to this subsection (b)):
(i) alter the incorporation, establishment or change acquisition of any Subsidiary, in accordance with Section 3.13;
(ii) the issuance, including the increase of any share premium, to any Person of any capital stock of JVCO, or of any Securities, warrants, options or rights in or to any capital stock of JVCO, including any Additional Capital, or the redemption, purchase or other acquisition of any capital stock or other securities of JVCO;
(iii) the subscription for or acquisition of any shares of or any interest in any Person, or the creation of any Person of which it would be a stockholder, partner, member or similar participant, including in each case any subsidiary of JVCO;
(iv) any merger, consolidation, share exchange, amalgamation or similar business combination transaction with or into any other Person;
(v) the increase or decrease of the authorized or issued number of Shares or the creation (by reclassification or otherwise) of any new class or series of capital stock of JVCO having rights, preferences or privileges senior to or on a parity with any outstanding series of the Shares;
(iivi) increase or decrease in addition to the authorized number approval required pursuant to Section 7.09, any transaction between JVCO, on the one hand, and any Shareholder, any Affiliate of Preferred Shares or Ordinary Shares a Shareholder, or any series thereof; orofficer, director, or employee of any Shareholder or its Affiliates, on the other hand;
(iiivii) effect [reserved];
(viii) any voluntary bankruptcy, consent to involuntary bankruptcy, dissolution, winding-up, merger, liquidation, sale of a portion or all of the payment assets (other than the sale of inventory in the ordinary course of business) of JVCO;
(ix) the entry into any investment or declaration contract by JVCO the performance of which will entail expenditures to be funded in the form of capital stock of JVCO or securities convertible into or exercisable or exchangeable for capital stock of JVCO;
(x) any Budget or any amendment to an approved Budget that increases the equity or debt funding requirements of JVCO or any subsidiary of JVCO;
(xi) the engaging in any business outside the scope of JVCO set forth in this Agreement;
(xii) in addition to the approval required pursuant to Section 13.11, any modification, amendment or variation of the items listed in this Section 3.10(b);
(xiii) the acquisition or disposition in any Fiscal Year of assets (including intellectual property) having a value in excess of the greater of (A) $5M and (B) 10% of the Consolidated Equity or its equivalent in other currencies;
(xiv) the extension of credit to any one customer or other debtor in an amount exceeding the greater of (A) $5M and (B) 10% of the Consolidated Equity or its equivalent in other currencies;
(xv) the incurrence or borrowing of any Dividends with respect indebtedness or any lease transaction in excess of the greater of (A) $5M and (B) 10% of the Consolidated Equity or its equivalent in other currencies, other than pursuant to the Carry;
(xvi) the waiver or non-enforcement of any rights for an amount exceeding the greater of (A) $5M and (B) 10% of the Consolidated Equity or its equivalent in other currencies that JVCO may have pursuant to any Sharescontracts or agreements, or in respect of any transactions;
(xvii) the initiation or settlement of any legal or arbitration proceedings or dispute with a value reasonably estimated to be in excess of the greater of (A) $5M and (B) 10% of the Consolidated Equity or its equivalent in other currencies;
(xviii) the granting of any Lien on a material portion or all of the assets or capital stock of JVCO, other than pursuant to the Carry;
(xix) the entry into any investment or contract the performance of which will entail non-equity (including securities convertible into or exercisable or exchangeable for equity) financed expenditures in excess of the greater of (A) $5M and (B) 10% of the Consolidated Equity or its equivalent in other currencies;
(xx) in addition to the approval required pursuant to Section 13.11, any amendment to or waiver pursuant to this Agreement or the Articles of Association;
(xxi) any approval of any Budget or amendment to an approved Budget and any variation which is not a Permitted Deviation; and
(xxii) all other matters that expressly require Shareholder approval pursuant to this Agreement, the Articles of Association or applicable law.
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Action by the Shareholders. (a) At Amyris and ▇▇▇▇ USA acknowledge and agree that the Share A and Preferred Shares shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. Prior to the occurrence of a Fundamental Amyris Change, ▇▇▇▇▇▇ shall (i) be entitled to exclusively direct the Escrow Agent to vote the Share A in any manner that ▇▇▇▇▇▇ chooses (including with respect to the Amyris Directors), and ▇▇▇▇ and ▇▇▇▇ USA shall recognize such vote as the vote of ▇▇▇▇▇▇; and (ii) also have the right to receive notice of and to attend and participate (but not vote except by instructing the Escrow Agent to vote) in all meetings of shareholders Shareholders. Upon the occurrence of a Fundamental Amyris Change, ▇▇▇▇▇▇ shall no longer have the right to direct the voting of the JVCOShare A; provided, whether annual however, that should ▇▇▇▇ USA elect in its discretion to rescind its purchase rights, then upon the delivery by ▇▇▇▇ USA of the rescission notice contemplated by article 9.3(c)(ii) of the Articles of Association to the Escrow Agent with a copy to ▇▇▇▇▇▇ and subject to ▇▇▇▇▇▇’ compliance with the terms and conditions of article 9.3(c)(ii) of the Articles of Association, ▇▇▇▇▇▇ shall again be entitled to exclusively vote, or extraordinary general meetingsdirect the voting of, the holders Share A in any manner that ▇▇▇▇▇▇ chooses (including with respect to the Amyris Directors). Upon the occurrence of a majority Fundamental Amyris Change, and provided that ▇▇▇▇ USA has not delivered the rescission notice contemplated by article 9.3(c)(ii) of the Shares Articles of Association to the Escrow Agent with a copy to ▇▇▇▇▇▇, ▇▇▇▇ USA shall be entitled to vote thereatexclusively vote, present in person or by proxy, will be required for and will constitute a quorum for direct the transaction of business. In the absence of a quorumvoting of, the holders of a majority of the Shares present at the meeting may only adjourn the meeting from time Share A in any manner that ▇▇▇▇ USA chooses, subject to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each shareholderSection 3.09.
(b) If a Supermajority Decision has been approved by JVCO shall use reasonable efforts to schedule general meetings of Shareholders at such places and times based on the Board in accordance with Section 2.11(c) hereof, each party agrees not to vote, or permit the vote of, the JVCO Equity Securities controlled, owned or held by such party or its Affiliates with respect to such Supermajority Decision in a manner that is inconsistent with such Supermajority Decision as approved by the Board.
(c) Prior to the consummation of a Qualified IPO, and in addition to the receipt reasonable availability of all other applicable Necessary Corporate Approvals, neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any Persons with Meeting Rights such that all Persons with Meeting Rights may attend and participate in all general meetings of the following, and each party shall exercise its respective voting rights in respect of its Shares and shall exercise its other rights, in each case to procure that neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following, without (in addition to the receipt of all other applicable Necessary Corporate Approvals) the affirmative vote or written consent of each of Synacor and Maxit:
(i) alter or change the rights, preferences or privileges of the Shares;
(ii) increase or decrease the authorized number of Preferred Shares or Ordinary Shares or any series thereof; or
(iii) effect the payment or declaration of any Dividends with respect to any SharesShareholders.
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