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Article L225-90 of the French Commercial code

Without prejudice to the liability of the party concerned, the agreements referred to in Article L. 225-86 and entered into without the prior authorisation of the Supervisory Board may be cancelled if they have had harmful consequences for the company. An action for nullity shall be barred after three years from the date of the agreement. However, if the agreement was concealed, the starting point of the limitation period is…

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Article L225-91 of the French Commercial code

Under penalty of nullity of the contract, members of the Management Board and members of the Supervisory Board, other than legal entities, are prohibited from contracting, in any form whatsoever, loans with the company, from being granted an overdraft by it, on a current account or otherwise, and from having their commitments to third parties guaranteed or endorsed by it. The prohibition applies to the permanent representatives of legal entities…

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Article L225-92 of the French Commercial code

Members of the Management Board and Supervisory Board, as well as any person invited to attend meetings of these bodies, are bound by discretion with regard to information of a confidential nature and given as such by the Chairman.

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Article L225-93 of the French Commercial code

In the event of the opening of receivership or compulsory liquidation proceedings, pursuant to Titles III and IV of Book VI, the persons referred to in these provisions may be made liable for the company’s liabilities and are subject to the prohibitions and disqualifications, under the conditions set out in the said provisions.

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Article L225-94 of the French Commercial code

The limitation on the number of seats on the Board of Directors or Supervisory Board that may be held simultaneously by the same natural person, pursuant to articles L. 225-21 and L. 225-77, is applicable to the accumulation of seats as director and member of the supervisory board. For the application of articles L. 225-54-1 and L. 225-67, the simultaneous exercise of general management by a natural person in a…

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Article L225-94-1 of the French Commercial code

Without prejudice to the provisions of articles L. 225-21, L. 225-54-1, L. 225-67, L. 225-77 et L. 225-94, a natural person may not simultaneously hold more than five offices as chief executive officer, member of the management board, sole chief executive officer, director or member of the supervisory board of public limited companies having their registered office in France. For the purposes of these provisions, the fact that a director…

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Article L225-95 of the French Commercial code

In the event of a merger of sociétés anonymes, the number of members of the board of directors or the supervisory board, as the case may be, may exceed the number of eighteen provided for in articles L. 225-17 and L. 225-69, for a period of three years from the date of the merger set at Article L. 236-4, but may not exceed twenty-four.

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Article L225-95-1 of the French Commercial code

As an exception to the provisions of articles L. 225-21, L. 225-77 and L. 225-94-1, the mandates of permanent representative of a venture capital company mentioned in Article 1er de la loi n° 85-695 du 11 juillet 1985 portant diverses dispositions d’ordre économique et financier, a société financière d’innovation mentioned in III (B) de article 4 of law no. 72-650 of 11 July 1972 containing various economic and financial provisions,…

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Article L225-96 of the French Commercial code

The Extraordinary General Meeting alone has the power to amend all provisions of the Articles of Association. Any clause to the contrary shall be deemed unwritten. It may not, however, increase shareholders’ commitments, subject to transactions resulting from a regularly effected reverse stock split. It may only validly deliberate if the shareholders present or represented hold at least one quarter of the shares with voting rights on first call and…

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Article L225-97 of the French Commercial code

The Extraordinary General Meeting may change the nationality of the company, provided that the host country has concluded a special agreement with France allowing the acquisition of its nationality and the transfer of the registered office to its territory, and preserving the company’s legal personality.

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