NYX » Topics » WHEREAS:

This excerpt taken from the NYX 10-K filed Feb 27, 2009.

WHEREAS:

 

(A) LCH is currently appointed by LIFFE to act as clearing house to the LIFFE Markets pursuant to the Current Clearing Terms.

 

(B) LIFFE wishes and LCH has agreed to terminate the Current Clearing Terms as of the Commencement Date on the terms of this Agreement.

 

(C) LIFFE’s proposed termination would be contrary to and in breach of the terms regarding termination set out in the Current Clearing Terms.

 

(D) The Parties wish finally and forever to resolve any claims between them arising out of the termination of the Current Clearing Terms under this Agreement.
This excerpt taken from the NYX 10-Q filed Nov 13, 2008.

WHEREAS:

 

(A) ATOS EURONEXT MARKET SOLUTIONS HOLDING S.A.S. is a simplified joint stock company (société par actions simplifiée) incorporated under the laws of France whose registered office is at 6/8 Boulevard Haussmann, 75009 Paris, France and registered with the Commerce and Company Registry under No. 481 915 700 RCS Paris (“AEMS”).

 

(B) AEMS and its subsidiaries (the “AEMS Group”) are the world’s largest provider of IT solutions for exchanges, clearing houses, banks and intermediaries. The AEMS Group services the various parts of the transaction chain of exchange operations from front office, asset management and brokerage platforms, middle office and trade processing to back office, clearing and settlement.

 

(C) The share capital of AEMS is held in equal portion by Atos Origin (directly and through subsidiaries) and (through subsidiaries) by Euronext N.V., a public limited liability company incorporated under the laws of the Netherlands whose registered office is at Beursplein 5 (1012 JW) Amsterdam, The Netherlands (“Euronext N.V.”).

 

(D) On July 22, 2005, Atos Origin and Euronext N.V. entered into a shareholders’ agreement for purposes of regulating the management of AEMS, their relationship with each other and certain aspects of the affairs of, and their dealings with, AEMS (the “Shareholders Agreement”).

 

(E) Subsequent to the acquisition by NYSE Euronext of the control of Euronext N.V. in April 2007, Atos Origin and NYSE Euronext commenced discussions with respect to AEMS and entered into a memorandum of understanding on December 11, 2007 (the “MOU”), which records their mutual understanding and intent concerning the proposed reorganization of the activities of the AEMS Group and their ownership of AEMS (the “Transaction”).

 

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(F) On January 16, 2008, the Parties agreed to implement, during an interim period starting as of January 1, 2008, a governance mechanism designed to foster the coordinated management by the Parties of the businesses operated by the AEMS Group in order to protect the value thereof pending a final agreement on and, the completion of, the Transaction (the “AEMS Interim Period Governance Rules”).

 

(G) The Parties have performed and completed the information and consultation of the relevant employee representative bodies of the Parties and the AEMS Group, as were required prior to the date hereof in relation to the Transaction.

 

(H) On December 27, 2007, Atos Origin incorporated Atos Investissement 16, a simplified joint stock company (société par actions simplifiée) incorporated under the laws of France whose registered office is at 18 avenue d’Alsace, 92400 Courbevoie, France and registered with the Commerce and Company Registry under No. 501 710 719 RCS Nanterre (“AI 16”), and on April 15, 2008, AEMS France acquired all the shares of AI 16.

 

(I) The purpose of this Agreement is to set out the general terms and conditions of the Transaction, as agreed between the Parties.

 

(J) As part of the Transaction, and in accordance with the terms and conditions of this Agreement, the Parties agree that:

 

  - the Transferred Businesses and the Diamis Shares shall be contributed by AEMS France to AI 16 through an apport partiel d’actif soumis au régime des scissions (the “Business Contribution”), the AEMS Belgium Shares shall be transferred to AW, and then the AI 16 Shares shall be transferred to AW (the “Carve Out”); and

 

  - subject to completion of the Carve Out, Atos Origin, AO Intégration and AO Infogérance shall sell all their shares in AEMS (representing 50% of the share capital of AEMS) (the “AEMS Shares”) to Euronext (the “AEMS Sale”).

 

(K) On June 24, 2008, AEMS France and AI 16 entered into a business contribution agreement (which was amended on June 25, 2008) setting out the terms and conditions of the Business Contribution (the “Business Contribution Agreement”), a copy of which is attached hereto as Exhibit A.
This excerpt taken from the NYX 8-K filed Oct 31, 2008.

WHEREAS:

 

A. The Managing Director has been employed by the Company since 1 November 2004 for a definite term of four (4) years, i.e. until 1 November 2008. Parties desire to enter into an indefinite term employment agreement and desire to set forth the terms and conditions applicable to the employment of the Managing Director in this employment agreement (the “Employment Agreement”).

 

B. The Company is a wholly owned subsidiary of Euronext N.V., a public limited company with its statutory seat and its official place of business in Amsterdam, the Netherlands (“Euronext”). Euronext is in its turn a(n) (indirect) wholly owned subsidiary of NYSE Euronext, a Delaware company publicly listed at the Stock Exchanges of New York and Paris (“NYSE Euronext”). Where this Employment Agreement refers to the Company, this shall also be understood to mean Euronext and/or NYSE Euronext (the Company, Euronext and NYSE Euronext together hereinafter also referred to as the “Companies”);

 

C. The Managing Director is appointed as (i) chairman of the management board of the Company, (ii) member of the management board of Euronext and (iii) member of the management committee of NYSE Euronext.

 

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D. In view of the appointment of the Managing Director as (i) chairman of the management board of the Company, (ii) member of the management board of Euronext and (iii) member of the management committee of NYSE Euronext, all decisions relating to the Management Director’s remuneration, pension and/or terms and conditions of employment shall be taken by the Human Resources and Compensation Committee and/or the NYSE Euronext Board of Directors.
This excerpt taken from the NYX 10-Q filed Aug 13, 2008.

WHEREAS:

 

(A) The State of Qatar is currently running an exchange under the name “Doha Securities Market” (“DSM”) which shall be merged into or contributed to a new Company (as defined hereafter) owned by QIA;

 

(B) QIA and NYSE Euronext are planning a global strategic relationship regarding the cash equities market (the “QSM”) and the development of the derivatives market (“QDM”) in Doha, Qatar, in an effort to modernize the financial market in Doha;

 

(C) on the date hereof, QIA is committed to organize by transferring DSM to the newly formed company (the “Company”), and be a shareholder of the Company, and NYSE Euronext is committed to subscribe to and acquire shares of the Company, in each case, on the terms and conditions specified in a subscription agreement;

 

(D) the parties have established a term sheet for a subscription agreement (the “Subscription Term Sheet”), which is attached as Exhibit (C) to this Agreement, under which as part of the strategic relationship, it is contemplated that NYSE Euronext shall acquire by way of subscription shares representing 25% of the outstanding share capital of the Company (as defined hereafter), a company running the QSM and QDM in Doha, so that as of the Effective Date (as defined herein), seventy-five percent (75%) of the outstanding shares of the Company will be owned by QIA and twenty-five percent (25%) of the outstanding shares of the Company will be owned by NYSE Euronext;

 

(E) the parties have established heads of terms with respect to the Technology Agreement (as defined herein) (the “IT Term Sheet”), which are attached as Exhibit (D) to this Agreement,

 

(F) the parties have established heads of terms with respect to the Services Agreement (the “Services Term Sheet”), which are attached as Exhibit (E) to this Agreement,

 

(G) whereas QIA and NYSE Euronext have agreed to negotiate in good faith and to enter into a definitive Subscription Agreement (hereafter “Subscription Agreement”), Technology Agreement


   (hereafter “Technology Agreement”) and Services Agreement (hereafter “Services Agreement”), prepared in accordance with, respectively, the Subscription Term Sheet, the IT Term Sheet and the Services Term Sheet.

 

(H) The Shareholders share a common objective to manage the Company in such a way that it contributes to the development of financial markets in Qatar and it maximises the value of their shareholdings in the Company.

 

(I) In view of the foregoing, and with the intention of protecting each of the Shareholders’ respective investments in the Company, the Parties have agreed to enter into this Agreement in order to, inter alia:

 

  (i) provide a framework for the management and corporate governance of the Company;

 

  (ii) provide for nomination rights in respect of the Company;

 

  (iii) provide for restrictions on the transfer of shares as well as set out the terms and conditions by which to carry out any sale of their shareholdings in the Company; and

 

  (iv) provide a framework for the management of the Company.
This excerpt taken from the NYX 8-K filed Apr 2, 2007.

WHEREAS:

(A)      NYSE Euronext, Inc. intends to change its name to NYSE Euronext after the date hereof and all references to NYSE Euronext, Inc. in this Agreement, shall be references to NYSE Euronext when the change of name is effective.
 

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