Compulsory Transfer. If both Nicolau and R▇▇▇▇▇▇▇▇ are compelled to Transfer their Shares pursuant to Article 23.3 of the Company's Articles of Association (or other relevant provision from time to time), the Successors shall be construed as a single unit and the definition of Original Shareholder shall be adjusted to comprise the Successors, and all obligations of the Original Shareholder contained herein shall therefore apply to the Successors, jointly. In such event, L▇▇▇▇▇ and Vanessa hereby appoint R▇▇▇▇▇ as their proxy and as their true and lawful attorney, having the power to take all acts as provided for herein in their name and on their behalf and sign all documents required for the purposes provided for in this Agreement. For the avoidance of doubt, the proxy and power-of-attorney granted herein includes the powers to represent L▇▇▇▇▇ and V▇▇▇▇▇▇ as shareholder of the Company, including the ability to sign corporate documents, vote at meetings of the Company including meetings to approve the accounts of the Company, as well as to exercise any rights inherent to a shareholder of the Company. This power of attorney shall remain in force and be irrevocable until this Agreement terminates at which point it shall be of no further effect.
Appears in 2 contracts
Sources: Share Purchase Agreement (Bertelsmann SE & Co. KGaA), Shareholders Agreement (Bertelsmann SE & Co. KGaA)