Capital Reduction Sample Clauses

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 11(c) or it is not possible for legal reasons or insufficient to dispose of the Underwritten Securities, First Applicable Option Securities or Second Applicable Option Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Issuer shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives will vote in favor of a reduction of the issued and outstanding share capital of the Issuer (the “Capital Reduction”) by cancellation of the Underwritten Securities, First Applicable Option Securities or Second Applicable Option Securities, as applicable, entered in the Commercial Register of the Canton of Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Issuer shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Issuer’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Issuer shall use its best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Zug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Underwritten Securities, First Applicable Option Securities or Second Applicable Option Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Zug) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Issuer shall deregister the Underwritten Securities, First Applicable Option Securities or Second Applicable Option Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Securities registered with the Commercial Register of the Canton of Zug.

Capital Reduction. The Parties agreed to the exit of TSEL from its entire investment of 25% equity interest in Shanghai Gas through a reduction of the registered capital of Shanghai Gas from RMB1,333,333,333 to RMB1,000,000,000 by the amount contributed by TSEL of RMB333,333,333 and the reduction of capital reserves of Shanghai Gas by the amount of RMB4,329,244,369.32. The Consideration payable by Shanghai Gas to TSEL is RMB4,662,577,702.32, which was determined after arm’s nelgoetiantiognstbehtween the Parties and with reference to the valuation by a PRC-based valuer of the net asset value of Shanghai Gas as at 28 February 2023 of RMB18,650,310,809.26.

Capital Reduction. The Capital Reduction will involve the reduction of par value of the all issued Existing Shares from HK$0.1 each to HK$0.01 each by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each issued Existing Share. The credit arising from the Capital Reduction will be credited to the contributed surplus account of the Company for use by the Directors in any manner permitted by the laws of Bermuda and the Bye-laws.

Capital Reduction. To the extent Mecaplast Management 2 is and shall be the owner of 2,622,164 Class A Preferred Shares on the Merger Date, Novares shall, as a result of the Merger, receive 2,622,164 of its own Class A Preferred Shares, which it shall be required to cancel. Accordingly, Novares shall, immediately after the foregoing share capital increase, proceed with a share capital reduction in an amount equal to the par value of the Class A Preferred Shares contributed by Mecaplast Management 2 and cancelled, i.e. a nominal share capital reduction amount of 2,622,164 Euros. The difference between the par value of the shares cancelled as described above and their contribution value shall be allocated to the merger premium. The number of Novares Ordinary Shares which Mecaplast Management 2 shall hold at the Merger Date and the amount of the Novares share capital reduction shall be adjusted by the number of Class A Preferred Shares transferred by the Absorbed Company to repay the MM 2 Current Account Advance.

Capital Reduction. 5.1 Each of Marconi and RTS shall: 5.1.1 as soon as reasonably practicable after the date of this agreement but, in any event, not later than 20th December, 2002, sign a shareholders' written resolution of Ultramast to authorise Ultramast, in accordance with sections 135 to 141 of the Companies ▇▇▇ ▇▇▇▇, to: (a) reduce the amount standing to the credit of its share premium account for the purpose of creating a reserve against which to write off the accumulated deficit on the profit and loss reserve on its balance sheet; (b) reduce its share capital and share premium account through the cancellation of the Marconi Reduction Shares and, subject to sub-clause 5.5, the RTS Reduction Shares; and (c) repay to Marconi out of Ultramast's share capital and its share premium account the MARCONI REDUCTION AMOUNT and repay, subject to sub-clause 5.5 to RTS out of Ultramast's share capital and its share premium account the RTS Reduction Amount (the "CAPITAL REDUCTION"); and

Capital Reduction. (a) Subject to the Capital Reduction Resolution being passed at the General Meeting and to Gloucester making the announcement to ASX referred to in clause 3.2, Gloucester will implement the Capital Reduction as follows: (1) On the Capital Reduction Record Date, Gloucester will issue one or more promissory notes (Promissory Note) for the Capital Reduction Amount to a body corporate authorised to act as a trustee under section 283C of the Corporations Act or to an authorised trustee corporation (as defined in the Corporations Act) who is nominated by Gloucester (Trustee); (2) the Promissory Note will be payable in full by Gloucester to the Trustee on the date that is 6 months after the Implementation Date (Payment Date); (3) the Trustee will hold the Promissory Note on trust for all persons registered as Gloucester Shareholders as at the Capital Reduction Record Date in accordance with the Trust Deed; (4) on the Payment Date, the Trustee will present the Promissory Note to Gloucester for payment and Gloucester must pay the Promissory Note in full and in cleared funds to Trustee on that date; and (5) following the receipt of payment of the Promissory Note by Gloucester, the Trustee will in accordance with the Trust Deed distribute the proceeds to all persons registered as Gloucester Shareholders as at the Capital Reduction Record Date, in accordance with their Capital Return entitlements. ME_97945566_1 (W2003x) 4 Transaction Steps (b) Bidder guarantees the due and punctual performance and observance by Gloucester of all of Gloucester’s obligations contained in or implied under the Promissory Note (Guaranteed Obligations). The Guaranteed Obligations are for the benefit of all persons registered as Gloucester Shareholders as at the Capital Reduction Record Date. (c) The obligations of Bidder under paragraph (b) remain unaffected despite: (1) an amendment to this deed; (2) a rule of law or equity to the contrary; (3) an insolvency event affecting a person or the death of a person; (4) a change in the constitution, membership, or partnership of a person; (5) the Guaranteed Obligations not being enforceable at any time (whether by reason of a legal limitation, disability or incapacity on the part of Bidder and whether this deed is void ab initio or is subsequently avoided) against Bidder; (6) Gloucester granting any time or other indulgence or concession to, compounding or compromising with, or wholly or partially releasing Bidder or an obligation; or (7) another ...

Capital Reduction. If the Call Option and the Put Option are not exercised within the deadlines set forth in para. a) and b) above, the Company shall include in the invitation to an extraordinary shareholders’ meeting (which shall be called by the Company as soon as practicable under applicable law after the deadlines set forth in para. a) and b) above have expired) an agenda item pursuant to which the shareholders of the Company shall resolve on a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Shares and/or Optional Shares entered in the Commercial Register of the Canton of Zug against repayment of the aggregate nominal value of such Firm Shares and/or Optional Shares to CS Zurich acting on behalf of the Underwriters. Prior to such shareholders’ meeting, the auditors of the Company shall confirm in writing, pursuant to article 732 para. 2 of the Swiss Code of Obligations, that the claims of the Company’s creditors are covered notwithstanding the Capital Reduction.

Capital Reduction. 2.5.1 For the purpose of this Investment, the Target Company shall, as required by the applicable laws of the PRC, initiate dealing with the applicable procedures to reduce the registered capital of the Target Company from RMB 10,425,480,000 to RMB 6,500,000,000 (“Capital Reduction”) as soon as possible after the execution of the Cooperator Meeting Minutes, after which Party B and Party C will respectively continue to hold 50% of the equity interest in the Target Company. For the avoidance of doubt, the Existing Shareholders shall not acquire any consideration and/or compensation, in cash or otherwise, from the Target Company due to the Capital Reduction. 2.5.2 The Target Company and the Existing Shareholders shall use their best endeavors to confirm the feasibility of the Capital Reduction under PRC law within two (2) months after the execution of the Cooperator Meeting Minutes. If the Parties consider that the Capital Reduction is impracticable, the Parties shall use their best endeavors to seek an alternative solution having an equivalent economic effect as agreed by the Parties (including but not limited to the Investor first to acquire up to 25.5% equity interest held by each of ▇▇▇▇ ▇▇▇▇▇ and Quantum in the Target Company and the Existing Shareholders and the Investor to subscribe for the increased registered capital of the Target Company simultaneously in proportion to the equity interest held by them), including the injection into the Target Company of the proceeds from such sales, or to further seek an additional alternative solution with the Investor and the Target Company with same intention, and to further execute applicable agreements to achieve the investment purpose hereunder (i.e., the Investor holding 51% of equity interest in the Target Company based upon the Pre-Money Valuation (as defined below)).

Capital Reduction. The current Articles state that the general meeting of shareholders may decide to reduce the Company’s issued share capital, but only at the proposal of the Management Board with the approval of the Supervisory Board. The requirements of a Management Board proposal and Supervisory Board approval shall be removed.