e-book2013

COMMERCIAL LAW

117

– Names, surnames, titles and nationalities of themanaging directors;

– Form of notices to be made by the company

Also, the TCC includes provisions that shall be binding if they are

stipulated in the articles of association:

– Regulations diverging from the statutory provisions regarding

restrictions on the transfer of shares;

– Granting to the shareholders or the company the right of pre-

emption, right of first refusal and option to purchase regarding the

shares in the capital;

– Imposing additional payment obligations, and the form and scope

thereof;

– Imposing ancillary performance obligations, and the form and

scope thereof;

– Provisions granting veto rights to designated shareholders or

superior voting rights to certain shareholders in the event of a tie

on a general assembly resolution;

– Penalty provisions that may be applied when the liabilities set

forth in the TCC or in the articles of association are not fulfilled at

all or in due time;

– Provisions pertaining to non-compete obligations diverging from

the legal provisions;

– Provisions granting privileged rights as to the convocation to a

general assembly meeting;

– Provisions diverging from the legal provisions regarding the

decision making at general assembly meetings, voting rights and

the calculation of voting rights;

– Provisions authorizing the assignment of company’s management

to a third party;

– Provisions diverging from the legal provisions regarding the

disposal of balance sheet profits;

– Granting the right to withdraw and terms of its exercise, and the

type and the amount of cash payment to be made in such cases;