Capital Increase Resolution Clause Samples
Capital Increase Resolution. On the Capital Increase Date, the Company's board of directors shall immediately upon receipt of the subscription forms:
(a) pass the Capital Increase Resolution (Feststellungsbeschluss) and make all amendments to the Company's articles of association necessary in connection with the implementation of the Capital Increase; and
(b) file the Capital Increase Resolution along with the relevant attachments thereto with the Commercial Register of the Canton of Zurich (the "COMMERCIAL REGISTER") immediately after this meeting of the board of directors.
Capital Increase Resolution. (1) On , 2004, the Management Board resolved to increase the share capital of the Company by an amount of up to Euro [7,160,000] by issuing [7,160,000] New Shares which shall be subscribed at an issue price (Ausgabebetrag) of Euro 1.00 (the “Issue Price”) per New Share pursuant to the terms and conditions of this Agreement and the Underwriting Agreement (as defined below).
(2) By resolution dated , 2004, the Supervisory Board approved the foregoing resolution of the Management Board. The subscription by the Global Coordinator (for the account of the several Underwriters) for the New Shares is expected to occur on or about , 2004 and the implementation of the capital increase relating to the New Shares (Eintragung der Durchführung der Kapitalerhöhung) is expected to be registered with the Commercial Register on or about , 2004.
(3) On , 2004, the Management Board intends to resolve to increase the share capital of the Company by an amount of up to Euro [1,119,000] by issuing up to [1,119,000] New Shares, all or a portion of which shares (the “Optional Shares”, and together with the Firm Shares the “Offered Shares”; the Existing Shares and the Offered Shares being hereinafter collectively referred to as the “Shares”) shall be subscribed at the Optional Shares Issue Price (as defined below) upon exercise of an over-allotment option pursuant to the terms and conditions of this Agreement and the Underwriting Agreement (the “Over-allotment Option”). The Supervisory Board is expected to approve this resolution on , 2004.