such term in the recitals hereof;
"Schedule" means any of the schedules to this Agreement;
"Shares" means all the ninety thousand (90,000) shares of the Company, with a
par value of EUR 15 each, held by the Pledgor on the date of signature hereof,
and which are registered on the Financial Instruments Account, as well as any
securities (valeurs mobilières) and other financial instruments (instruments
financiers) which may be added to or substituted for the aforementioned shares
of the Company in any manner whatsoever in accordance with the provisions of
Clause 2.2 below (including the results of any reduction in capital of the
Company by reduction of the par value of its shares) and any other rights in
connection therewith; and
" Statement of Pledge" means a statement of pledge in the form attached in
Schedule 1. - Part A to this Agreement (a translation of which into English
agreed between the parties is attached for information purposes as Schedule 1 -
Part B to this Agreement).
1.2
Interpretation
In this Agreement, unless the context otherwise requires:
1.2.1
THE TITLES OF CLAUSES AND SCHEDULES ARE FOR EASE OF REFERENCE ONLY AND
SHALL NOT AFFECT THE INTERPRETATION OR CONSTRUCTION THEREOF.
1.2.2
TERMS DEFINED IN CLAUSE 1.1 MAY BE USED IN THE SINGULAR OR THE PLURAL
SENSE AS REQUIRED BY THE CONTEXT THEREOF.
2
1.2.3
REFERENCES TO A PERSON SHALL BE CONSTRUED AS INCLUDING SUCH PERSON'S
SUCCESSORS AND ASSIGNS AND TO ANY OTHER PERSON SUCCEEDING TO THE RIGHTS AND
OBLIGATIONS OF SUCH PERSON IN ANY MANNER WHATSOEVER.
1.2.4
REFERENCES TO AN AGREEMENT OR ANY OTHER DOCUMENT SHALL INCLUDE ANY
SCHEDULES THERETO AND ANY MODIFICATIONS OR AMENDMENTS THEREOF.
1.2.5
REFERENCES TO TIME OF DAY ARE TO PARIS TIME.
2
CREATION AND BASIS OF THE PLEDGE
2.1
TRANSFER OF THE SHARES TO THE FINANCIAL INSTRUMENTS ACCOUNT AND
PLEDGE OF THE FINANCIAL INSTRUMENTS ACCOUNT AND DIVIDEND ACCOUNT
2.1.1
PURSUANT TO THIS AGREEMENT AND THE STATEMENT OF PLEDGE (WHICH THE
PLEDGOR HAS SIGNED IN ONE ORIGINAL AND ONE COPY SIMULTANEOUSLY HEREWITH), THE
SHARES ARE REGISTERED ON A SPECIAL FINANCIAL INSTRUMENTS ACCOUNT ON THE BOOKS OF
THE REGISTRAR (HEREAFTER THE "FINANCIAL INSTRUMENTS ACCOUNT") AND THE PLEDGOR
HEREBY AGREES TO GRANT A FIRST PRIORITY PLEDGE OVER SUCH FINANCIAL INSTRUMENTS
ACCOUNT IN FAVOR OF THE BENEFICIARIES, WHICH ACCEPT SUCH PLEDGE, IN ACCORDANCE
WITH ARTICLE L.431-4 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER (HEREAFTER THE
"MONETARY AND FINANCE CODE") AS SECURITY FOR THE PERFORMANCE AND PAYMENT OF THE
OBLIGATIONS.
2.1.2
UPON THE SIGNING OF THIS AGREEMENT, THE PLEDGOR HAS DELIVERED ONE
ORIGINAL EXECUTED COPY OF THE STATEMENT OF PLEDGE TO THE ADMINISTRATIVE AGENT
AND ONE COPY THEREOF TO THE REGISTRAR. THE COMPANY SHALL CAUSE THE REGISTRAR,
UPON RECEIPT OF SAID COPY, TO DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATION OF THE PLEDGE CREATED HEREUNDER IN THE FORM SET FORTH IN
SCHEDULE 2. - PART A HERETO (A TRANSLATION OF WHICH INTO ENGLISH AGREED BETWEEN
THE PARTIES IS ATTACHED FOR INFORMATION PURPOSES AS SCHEDULE 2 - PART B TO THIS