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 length negotiations between 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 Company intends to undertake a capital reduction exercise through the cancellation of the share capital of the Company that has been lost or is unrepresented by available assets (the “Capital Reduction”) and thereafter by applying an amount equal to the credit arising from the cancellation of the share capital of the Company, towards the writing-off of the Company’s accumulated losses with the objective of writing-off the accumulated losses of the Company as shall be lost or unrepresented by available assets as at the latest practicable date prior to the printing of the Purchaser’s circular for the purposes of convening a general meeting for the approval of the Capital Reduction to the extent permissible by law.

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 Wuhu Chery 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. 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. 2.1 Capital Reduction of the Reduction Shares The Capital Reduction shall be carried out on Completion in accordance with the Capital Reduction Documents.

Capital Reduction. Reasonably promptly after the adoption of the EGM Approvals, the Buyer shall use its commercially reasonable best efforts to effect in due course all statutory steps required under applicable law to implement the Cancellation of the Transaction Shares, including the following: (a) make the creditors' calls (Schuldenrufe) in accordance with the requirements pursuant to article 732 CO; (b) after the expiry of the time limitation set for the creditors to request satisfaction of, or the grant of security for, their claims pursuant to article 733 CO and, as the case may be, after any such creditors have, to the extent reasonably possible or practicable, been satisfied or secured, arrange for the establishment of a public deed that the statutory provisions regarding capital reductions have been fulfilled; and (c) promptly thereafter, submit an application to register the Cancellation of the Transaction Shares in the competent Commercial Register.

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. After the Control Acquisition Date, VRB China shall proceed with the reduction of the unpaid registered capital of VRB China as the Board determines necessary (the “Capital Reduction”) and register such Capital Reduction with the competent company registration authorities, or take such other action as the Board determines necessary to address VRB China’s unpaid registered capital; provided, that under no circumstances shall VRB China require VRB Cayman or CES to contribute capital to VRB China in satisfaction of any unpaid registered capital of VRB China unless finally required by the applicable Laws. Both VRB Cayman and CES shall conduct all necessary actions and provide all necessary assistance relating to the Capital Reduction, including but not limited to signing, or causing the directors designated by them, respectively, to sign, any documentation required for the Capital Reduction, including but not limited to board resolutions, shareholders resolutions, amended articles of association, and administrative forms, etc., as determined by the Board in its discretion. 在控制权取得日之后，VRB中国应在董事会认为必要的情况下推进缩减注册资本（“减资”），并在适用的公司备案机构就该项减资进行备案，或采取董事会认为必要的其他措施以解决VRB中国的未缴注册资本，前提是VRB中国在任何情况下均不能要求VRB开曼或中能储向VRB中国进行注资以满足VRB中国的未缴注册资本，除非适用法律最终要求。VRB开曼及中能储双方均须就减资进行所有必要的工作并提供所有必要的协助，包括但不限于签署或使其委托的董事签署任何减资需要的文件，包括但不限于董事会决议、股东决议、修订版章程、以及行政表格等。