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Then, out of the remaining proceeds, the holders of the Series A shall be entitled to receive, in preference to all other shareholders, a per share amount equal to the Price as adjusted for stock splits, combinations and anti-dilution adjustment minus the amount received in the first distribution, plus any declared but unpaid dividends.

Thereafter, the remaining proceeds if any shall be distributed pro rata to the holders of ordinary shares and Series A. Each holder of the Series A shall have the right to convert its shares at any time into ordinary shares.


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  • The conversion ratio shall be , subject to adjustment in the event of stock split or grouping. The Series A will not be redeemable consistent with applicable French law. The Series A shall be entitled to participate in any dividend distribution on a pro rata basis. The Series A shall carry the same number of votes as the other shares of the Company issued and outstanding consistent with applicable French law[, except that shares held by the same shareholders for at least two years following the closing shall enjoy double voting rights].

    The Agreement will replace and supersede in all respect any and all pre-existing shareholders agreements entered into between the shareholders of the Company.

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    Also, the Minority Holders will agree in such short-form shareholders agreement to be bound by the terms of any lock-up obligation which the banks in charge of the IPO and the Board may reasonably see fit. In case of a change of control or sale to an industrial acquirer not approved by the New Investors and Active Founders, all shareholders shall have a full tag-along right. The rights of first refusal and co-sale shall not apply to Free Transfers.

    Le droit de sortie conjointe est aussi un droit essentiel du pacte. In this case, the rights of first refusal shall not apply. The Board will meet at least [2] times per quarter, at intervals not exceeding [2] months, with a minimum [8-day] prior notice except in case of urgency.

    All Board decisions shall be made at a simple majority of the members present or represented except for Material Decisions listed in Appendix B which shall be subject to a qualified majority of the Board including [at least 1 Investor director].

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    The Company will execute a standard management rights letter that will give holders of Series A rights to consult with management sufficient to meet their venture capital operating company requirements. In case of leave of a Founder before the [fifth] anniversary of Closing,. As an exception to the above, in case of dismissal of a Founder for gross misconduct faute lourde before the [fifth] anniversary of Closing, all shares held by such Founder, whether vested or unvested, may be purchased at their nominal value. Following the new round, an incentive plan for existing and future managers and employees of the Company will be adopted.

    The Closing shall be subject to the assignment of all intellectual property rights related to the business of the Company to the Company by the Founders or any entity controlled or owned by the Founders. I regret very much my ignorance of the language in which they are written, but I am beginning to learn it, and I hope soon to profit by these labours which have led to so great an extension of analytical Chemistry.

    I take the liberty of sending you a copy of my paper on the decomposition of the earths. Your most important discovery of the amalgamation of ammonia has been and still is a fruitful source of experiments to me. I have made a number of experiments on the action of sodium and potassium in bodies not hitherto decompounded and with very extraordinary results. These experiments seem to prove the existence of oxygene in muriatic, boracic, and fluoric acids and render it probable in hydrogene, nitrogene, the diamond, sulphur, and phosphorus.

    I have employed a person to translate your work on Animal chemistry, and I have sent your papers in the journals, which you were so kind as to transmit to me, to the editor of the Philosophical Magazine, begging him to publish them 6.

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    I shall put into the hands of Mr Brandel , secretary to the legation, some chemical memoirs on subjects which I think may interest you, a series of the Journals of the Royal Institution, and a work published many years ago on the combinations of oxygene and nitrogene 7 , and I shall beg him to transmit them to you, as scon as an opportunity offers. With the most lively interest in your labours. With respects to Mr Pontin —.

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    Nearly a third of your 1 volume of Animal chemistry I have had translated, and the rest is in progress. Believe me, I take the greatest interest in this important inquiry which your labours have set in a new and more important light than any which proceeded them. In the letter to which I allude I gave you an account of some of my later experiments.

    I hope in a few days to be able to transmit to you my papers, which are nearly printed. You will find that I long resisted many of the extraordinary conclusions which I have been obliged at last from the multiplicity of facts to adopt. I have worked much upon the muriatic acid. It may be procured dry in combination with phosphorous, phosphoric, and sulphuric acids, and phosphorus and sulphur.

    I heated the small quantity of cerium 9 you had the kindness to send me, with potassium, it was reduced and formed a metallic pulverulent mass, and by its reduction the potassium burnt and became potash. Si vous soustrayez des 38,2 p. The muriatic acid is composed of equal volumes of this gas and hydrogene. I have discovered a gaseous compound the existence of which has been long suspected of oxymuriatic gas and oxygene, two in volume of the first to one of the last The metals will not burn in it till it is decomposed.

    It fulminates without the presence of combustible matter at a very low heat and is resolved into oxygene and oxymuriatic gas. It is rapidly absorbed by water but may be preserved over mercury. I shall send you by Dr Hagen , who has been so good as to promise to take charge of this letter, a paper which I have just printed: the Bakerian lecture for I hope soon to send you a paper read in February before the Royal Society on the new fulminating gas. I shall have the honour of proposing you as a foreign member of the Royal Society this next week. The new gas I produced by treating hypooxymuriate of potash by very diluted muriatic acid.

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    It must be collected over dry mercury. Its colour is brilliant yellow green.

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    Oxymuriatic gas implies a false idea. It is interesting to find the views of Scheele concerning muriatic acid correct The more one studies the works of that great man the more one finds marks of genius and sagacity. Dans les muriates, au contraire, elle est un multiple par 2 ou 4 mais jamais par 3 ou 6 etc. That which you quote as an argument against my views of chlorine affords confirmation of them. Whatever multiple of oxygene you suppose in chlorine must be supposed in the oxide of lead.

    In your estimate you give a view which cannot be admitted and which is contrary to all analogy by not dividing the lead between the chlorine and the oxygene and by not considering the substance as a combination of plumbane 34 and oxide of lead. I have written to Mr Hatchett I regret that I shall Page:Berzelius Bref 2. I am much obliged to you for the specimens of steel. They are probably the purest combinations of carbon and iron ever made, for charcoal always contains earthy and alkaline matters and sometime manganese.

    There is a species of plumbago formed in the cast iron retorts used in the manufacture of gas which probably owes its existence to the same causes as those which produce your combinations. It would be a great matter if means could be devised to prevent this action, as it is the usual cause of the destruction of the retorts and is injurious to them as the sulphur in some coals. I hope your process will be successful in practice and that it may exalt still further the superiority of our hard ware.