Capital Increases Clause Samples
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Capital Increases. 9.1 In the event that the Company’s share capital is increased, including those capital increases that are part of a merger in which the Company is the absorbing company, the following alternative rules shall apply:
9.1.1 if the increase of capital is made through capitalization of reserves pursuant to art. 2481-ter of the Civil Code, the Second Italian Pledge over Quota shall continue to encumber the Quota held by the Pledgor, which, pursuant to art. 2481-ter, alinea 2 of the Civil Code, shall remain unchanged;
9.1.2 if the capital increase occurs as a result of new capital contribution, according to Article 6.3, the newly issued quota or quotas shall be automatically encumbered by and or subjected to the Second Italian Pledge over Quota by virtue of this agreement.
9.2 Subject to the provisions of Article 2.2 of this Agreement, the Pledgor undertakes in any case to subscribe in full all such capital increases as shall have been authorized by the Company’s charter or resolved upon by any extraordinary meeting of the Company at which a favourable vote was expressed by the Pledgor. Should the Pledgor fail to comply with the aforesaid subscription undertaking, the Collateral Agent shall be entitled to subscribe said capital increase in the name and on behalf of the Pledgor and to debit the Pledgor any relative expense or cost arising therefrom, including the fee paid to the Company for the subscription.
9.3 The Pledgor undertakes to:
9.3.1 cause the Second Italian Pledge over Quota to be noted in the Company’s share ledger in a form substantially similar to that in Annex B, in relation to any new quota that may be hereafter held by the Pledgor, as a result of any gratuitous assignment or subscription of newly issued quotas, to which the Pledge extends;
9.3.2 deliver to the Collateral Agent a true copy or an extract of the pages in the Company’s share ledger showing said annotation, whose conformity with the original shall be certified by a Notary Public.
9.4 Without prejudice to the provisions of Article 7 (Pledgor’s Undertakings), and only with the prior written consent of the Collateral Agent, regarding the Company’s merger, and without prejudice to the Pledgor’s liability for infringement of such undertakings, in the event of the Company’s merger with another company, the pledge rights established pursuant to this agreement are understood to be hereby extended to:
9.4.1 shareholdings or stocks that, as a result of the merger, will be assigned to the Pledg...
Capital Increases. No Group Company shall, without Minority Consent, make a Capital Increase provided that, this restriction shall not apply (i) where the Capital Increase, in the reasonable opinion of the Controlling Party, is required because a member of the Group is in a Distress Situation; (ii) where the Capital Increase takes place in order to allow Cayman 7 to fund Lux 1 with the funds received by Cayman 7 from CEDC pursuant to Clause 11; or (iii) where the Capital Increase takes place between members of the Group. Where a Capital Increase takes place in a Distress Situation, CEDC shall be offered the opportunity via Cayman 7 before any other party to subscribe for all shares proposed to be issued under, but shall not in any circumstances have the right to prevent, the Capital Increase and the provisions of paragraphs 1.2 to 1.7 of Schedule 5 shall apply. Any Capital Increases during a Distress Situation shall be limited to raising an amount which the Controlling Party, acting reasonably, deems necessary, following consultation with the Minority Party, to: i) cure the Distress Situation; and ii) prevent another Distress Situation from arising within the following twelve months. Any participation of CEDC in a Capital Increase shall be made by CEDC providing funds to Cayman 7 to allow it to participate in the Capital Increase.
Capital Increases. (a) The PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in kind (Aumento con aportaciones no dinerarias) and shall register such action pursuant to the Deed of In-Kind Capital Increase with the Commercial Registry immediately following receipt of the Liberty Virginia Exchange Certificate.
(b) the PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in cash (Aumento Dinerario) and shall register such action pursuant to the Deed of Subscription Capital Increase with the Commercial Registry immediately following the completion of the PRISA Rights Offer.
Capital Increases. In a capital increase the Members shall have the preferential right to subscribe in accordance with Clause Fifth. No capital increase may be declared until the previous increase has been fully paid for.
Capital Increases. No Group Company shall, without Minority Consent make a Capital Increase and issue any securities or interests pursuant thereto to any Person other than Cayman 7 or a wholly-owned subsidiary of Cayman 7, and Cayman 7 shall pledge all such securities or interests for which it subscribes pursuant to this paragraph pursuant to the terms of the Cayman 7 Pledge.
Capital Increases. Upon the terms and subject to the conditions set forth in this Agreement, IPEF hereby commits to cause the Fiduciary Company to participate to PM’s Extraordinary Shareholders’ Meeting in second call (and not in first call), directly or by proxy, and in the context of such meeting to cast its vote in favour of the Capital Increases.
Capital Increases. (a) The PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in kind (Aumento con aportaciones no dinerarias) and shall register such action pursuant to the Deed of In-Kind Capital Increase with the Commercial Registry immediately following receipt of the Liberty Virginia Exchange Certificate.
(b) If the PRISA Rights Offer shall be required by the CNMV, the PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in cash (Aumento Dinerario) and shall register such action pursuant to the Deed of Subscription Capital Increase with the Commercial Registry immediately following the completion of the PRISA Rights Offer.
Capital Increases. Seller has subscribed and paid in full the capital increases of SAGA II and SAGA III, and excerpts of the public deeds containing the minutes of the shareholders meeting at which such capital increases were approved, SAGA II’s capital increase has been registered at page 77007, number 39397 of the Registry of Commerce of Santiago, corresponding to the year 2018 and published in the Chilean Official Gazette on October 11, 2018, and SAGA III’s capital increase has been registered at page 77223, number 39491 of the Registry of Commerce of Santiago, corresponding to the year 2018 and published in the Chilean Official Gazette on October 11, 2018. Such capital increases amount to CLP$47,305,000,000.00, in the case of SAGA II, and CLP$24,775,801,000.00, in the case of SAGA III, and were agreed at the shareholder meeting of SAGA II held on September 20, 2018, which minutes were filed as public deed with ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Acevedo, notary public of Santiago, on October 8, 2018 under Repertory N° 17,703-2018, rectified by public deed dated October 11, 2018, granted before such same notary public under Repertory N° 17,945-2018, and, in the case of SAGA III, were agreed at the shareholder meeting of SAGA III held on September 25, 2018, which minutes were filed as public deed with ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Acevedo, notary public of Santiago, on October 8, 2018 under Repertory N° 17,704-2018, rectified by public deed dated October 11, 2018, granted before such same notary public under Repertory N° 17,946-2018.
Capital Increases. 4.3.1 This Clause 4.3 applies if the BOD having determined that the Company is required to raise further funding in order to meet its business and operational requirements and having taken into account the funding hierarchy in Clause 4.2 and all other considerations, including alternative funding options available to the Group, determines that it is in the best interests of the Company to raise such funding from the Shareholders.
4.3.2 The BOD shall, if it so proposes to raise funding from the Shareholders in the form of issuance of new Shares, propose to the shareholders such issuance by stating:
(i) that the Company is required to raise further funding, the reasons therefor, when such additional amount is required, the implications to the Business or the Group (or part thereof) if such additional amount is not or is not timely paid to the Company and that the BOD has made the relevant determinations required under this Clause 4;
(ii) the number of new Shares to be issued and the issue price per new Share; and
(iii) when such amount is to be paid to the Company.
4.3.3 Any Share issued pursuant to this Clause 4.3 shall be:
(i) duly authorised, validly issued, fully paid-up and shall rank pari passu in all respects with all other Shares in the relevant class of Shares as at the date of issuance; and
(ii) free from any Encumbrances and issued with all rights attaching to such Shares as at the date of issuance of such Shares.
4.3.4 For the purposes of this Clause 4.3, references to an issue of new Shares and the issue price for such new Shares shall be construed to include transfers of treasury Shares and the transfer price for such treasury Shares (as the case may be).
Capital Increases. As of March 31, 2005, the Concessionaire had 100 shares of common stock outstanding, all of which are owned by ICATECH. The Concessionaire had capital increases of US$77,644,386 in 2002, US$4,710,409 in 2003 and US$3,069,684 in 2004. • In 2002, ICATECH (i) converted into capital of the Concessionaire US$73,840,355 of loans then payable by the Concessionaire to it and (ii) made a cash capital contribution to the Concessionaire in the amount of US$3,804,031. • In 2003, ICATECH increased the capital of the Concessionaire by US$4,710,409 through a cash contribution. As of December 31, 2003, Concessionaire’s share capital amounted to US$152,199,289. • In 2004, ICATECH increased the capital of the Concessionaire by US$3,069,684 in order to avoid a potential capital deficit due to non-recurrent items, including the debt reduction in connection with the repayment of the Multicredit Bank loan and expenses relating to the MOP arbitration and the offering of the notes.