Additional Share Capital Sample Clauses

Additional Share Capital. Following the contribution of the Initial Share Capital by the Parties, additional Share Capital shall be subscribed for, paid by and issued to the Parties, in accordance with the shareholding ratio set forth in Article 5.3, simultaneously to each of the Parties at the time or times prescribed by the Board of Directors pursuant to Article 5.7, up to each Party’s Maximum Share Capital (as defined below). Notwithstanding anything to the contrary contained in this JVA and unless otherwise specifically agreed by the Parties in writing, and as required, by resolution of the Board of Directors, the total capital contributions in the Share Capital of the JVC that shall be made by the Parties (including premium paid on Shares) shall be as set forth opposite each Party’s name in Annex VI under the heading “Maximum Share Capital” (the “Maximum Share Capital”). Notwithstanding anything to the contrary contained in this JVA, the Parties shall only be obliged to make capital contributions up to their respective Maximum Share Capital contribution as and when called for by the Board in accordance with Article 5.4 and/or Article 5.7. Immediately after any valid changes to the shareholdings of the JVC or any valid amendments to the Maximum Share Capital, as hereinafter provided, the Parties agree to amend Annex VI to reflect the then current shareholding structure of the JVC and/or the revised Maximum Share Capital amount, and to take any actions and make any necessary filings with the Registrar of Companies, Authorised Dealer and the Reserve Bank of India, to reflect such changes. The JVC shall deliver copies of such forms, reports and documents to the Parties on the completion of all such filings. The JVC shall ensure that all forms, reports and documents to be filed and / or delivered under this Article are in the prescribed format, are accurately completed and are accompanied by all the required documents. Notwithstanding anything to the contrary contained elsewhere, the Parties agree that there is no obligation on either of the Parties to invest in the JVC beyond each such Party’s Maximum Share Capital and failure on the part of the Parties, or the Board of Directors, to agree on any amendment to the Maximum Share Capital shall not be deemed to be a Deadlock Event. Initials of Authorized Representative of ARI Member Initials of Authorized Representative of AMTEK Member
Sample 1
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Additional Share Capital. If the Company is obliged in terms of this Agreement, or a decision is made in terms of the Memorandum of Incorporation, to increase the issued share capital or stated capital of the Company at any time, the authorised shares shall, if required, be increased in order to accommodate the issue of further shares and each Shareholder undertakes to vote in favour of the required special resolution to amend the Memorandum of Incorporation to that end. Furthermore, each Shareholder irrevocably authorises every other Shareholder, acting individually and not necessarily together with other Shareholders, to act on its behalf to vote in favour of such special resolution, including (to the extent required) to attend any meeting for such purpose.
Sample 1

Related to Additional Share Capital

  • Share Capital The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 6.6 below, the number of outstanding Ordinary Shares is increased by share capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Dividends; Changes in Share Capital The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Fractional Shares No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

  • Additional Stock Each Shareholder agrees that any additional shares of Company Common Stock or securities convertible into Company Common Stock acquired by such Shareholder or over which it acquires Beneficial Ownership or voting power or dispositive power, whether pursuant to existing stock option agreements, warrants or otherwise, shall be subject to the provisions of this Agreement.

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