Sole shareholder clause samples

(c)The Issuer shall reimburse the Sole Shareholder for any and all liabilities, obligations, actual losses, actual damages, penalties, actions, judgments, suits, costs, expenses, and disbursements, including legal fees, which may be incurred or made by the Sole Shareholder in connection with any such action so taken by the Sole Shareholder for which the Sole Shareholder is not reimbursed at any time by or on behalf of any Obligor under any applicable Underlying Instruments or credit documentation (other than any amounts thereof resulting from the Sole Shareholder’s gross negligence or willful misconduct). In no event will the Issuer reimburse the Sole Shareholder for any special, indirect, consequential or punitive damages in respect to any claim hereunder, whether or not known or suspected, unless any such special, indirect, consequential or punitive damages are actually incurred by or are payable by the Sole Shareholder.In no event will the Sole Shareholder reimburse the Issuer for any special, indirect, consequential or punitive damages in respect to any claim hereunder, whether or not known or suspected, unless any such special, indirect, consequential or punitive damages are actually incurred by or are payable by the Issuer.

(i)Upon the Elevation on the relevant Elevation Date with respect to any Transferred Asset, the Issuer will receive good and marketable title to such Transferred Asset, free and clear of any pledge, lien, investment interest, charge, claim, equity or encumbrance of any kind created by the Sole Shareholder or any Person claiming through the Sole Shareholder.The participation in each Transferred Asset granted hereunder will be granted by the Sole Shareholder to the Issuer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest (other than any security interest therein which will be released contemporaneously with the Transfer of such Transferred Asset hereunder, the security interest granted hereunder by the Sole Shareholder to the Issuer and Sole Shareholder’s record ownership of the related Transferred Asset which, from and after the Settlement Date to and including the Elevation Date with respect thereto will be and remain free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest). There is no funding obligation in respect of the Transferred Assets that the Issuer is or shall be required to pay or otherwise perform that the Sole Shareholder has not paid or otherwise performed in full.

NACE Code 4669 NACE Code 5020 NACE Code 5210 NACE Code 5222 NACE Code 5224 NACE Code 6399 NACE Code 6420 NACE Code 6492 NACE Code 6810 NACE Code 6820 NACE Code 7010 NACE Code 7022 NACE Code 7320 NACE Code 7490 NACE Code 7734 NACE Code 8299 Wholesale of other machinery and equipment; Sea and coastal freight water transport; Warehousing and storage; Sea freight water transport auxiliary activities; Handling; Other information service activities not elsewhere classified; Activities of holding companies; Other credit granting (activities without professional character); Buying and selling of own real estate; Renting and operating of own or leased real estate; Activities of head offices; Business and other management consultancy activities; Market research and public opinion polling; Other professional, scientific and technical activities n.e.c.; Renting and leasing of water transport equipment; Other business support service activities n.e.c.; The business objects mentioned above may be changed in accordance with legal provisions, by decision of the Sole Shareholder. The Company may perform the activities described in this article directly or through its subsidiaries, branches, working units and/or other secondary units in Romania or in other country. CHAPTER II SHARE CAPITAL Art. 7. Company’s share capital The Company’s subscribed share capital amounts to RON 920,000 (nine hundred twenty thousands). The share capital is fully paid up in cash by the Sole Shareholder. The share capital is divided into 92,000 (ninety two thousands) shares, having a nominal value of RON 10 each, the structure of the share capital being the following: • VANTAGE HOLDINGS CYPRUS ODC LIMITED holds 92,000 (ninety two thousands) shares having a nominal value of RON 10 each and an aggregate value of RON 920,000 (nine hundred twenty thousands), representing 100% of the Company’s share capital.6.2 6.3 7.1. 7.2. 7.3.

2.3 Representations and Warranties of the Sole Shareholder. The Sole Shareholder hereby represents and warrants that as of the date hereof (i)it has the legal power, right and authority to execute and deliver, and to perform its obligations under, this Agreement, (ii)all acts required to be taken by it in connection with its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and properly taken, and (iii)this Agreement has been duly executed and delivered by the Sole Shareholder and (assuming the due authorization, execution and delivery thereof by the other Parties thereto) constitutes a valid and binding obligation of the Sole Shareholder enforceable against it in accordance with the terms hereof.

2. Number, Tenure, and Qualification: The Board shall consist of not less than five nor more than thirty members and the number of members shall be fixed and determined from time to time by a resolution of the majority of the full board or by resolution of the sole shareholder. Each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting next following the director’s election as a director. Each director shall hold office until his or her death, resignation, retirement, removal, disqualification, or his or her successor is elected and qualified. Unless otherwise permitted by applicable law, not less than three-fourths of the directors shall be citizens of the United States of America and satisfy the eligibility requirements for bank directors imposed by federal law and Chapter 53C of the North Carolina General Statutes or any successor thereto. In addition, a director must do either of the following: (i)appoint an agent in Wake County, North Carolina, for service of process; or (ii)consent, on a form satisfactory to the North Carolina Commissioner of Banks, to the following: that the North Carolina Commissioner of Banks may serve as the director’s agent for service of process and that the director consents to jurisdiction in Wake County, North Carolina, but only for purposes of any action or proceeding brought by the North Carolina Commissioner of Banks.