Common use of Shareholder Resolutions Clause in Contracts

Shareholder Resolutions. (1) The Managing Director is bound by the resolutions of the Shareholder adopted at a Shareholders’ Meeting. In particular, actions taken by the Shareholder at a Shareholders’ Meeting can define general guidelines regarding the conduct of business transactions. Moreover through the Shareholders’ Meeting the Shareholder can issue binding rules of procedure defining the demarcation of the areas of activity of the Managing Director. (2) Subject to further instructions provided by the Shareholder at a Shareholders’ Meeting, the Managing Director shall require the prior approval of Shareholder at a Shareholders’ Meeting for all activities going above and beyond Versant Germany’s ordinary scope of business activities. (3) Consent of the Shareholder can already be granted in advance, including for individual groups of transactions. Specific inclusion of a particular matter in the annual budget for Versant Germany approved by the Shareholder shall count as the shareholder’s consent to such matter, unless a reservation was attached to its adoption in this respect. (4) All consents and approvals of the Shareholder described in this § 3B mean such consents and approvals of the Shareholder as are approved by the Versant Board.

Shareholder Resolutions. (1) The Managing Director is bound by the resolutions of the Shareholder adopted at a Shareholders’ Meeting. In particular, actions taken by the Shareholder at a Shareholders’ Meeting can define general guidelines regarding the conduct of business transactions. Moreover Moreover, through the Shareholders’ Meeting the Shareholder can issue binding rules of procedure defining the demarcation of the areas of activity of the Managing Director. (2) Subject to further instructions provided by the Shareholder at a Shareholders’ Meeting, the Managing Director shall require the prior approval of Shareholder at a Shareholders’ Meeting for all activities going above and beyond Versant Germany’s ordinary scope of business activities. (3) Consent of the Shareholder can already be granted in advance, including for individual groups of transactions. Specific inclusion of a particular matter in the annual budget for Versant Germany approved by the Shareholder shall count as the shareholderShareholder’s consent to such matter, unless a reservation was attached to its adoption in this respect. (4) All consents and approvals of the Shareholder described in this § 3B §2B mean such consents and approvals of the Shareholder as are approved by the Versant Board.