Share Capital Increase Clause Samples
A Share Capital Increase clause authorizes a company to raise its share capital by issuing additional shares. This process typically involves board or shareholder approval and may specify the terms under which new shares can be offered, such as to existing shareholders through rights issues or to new investors. The core function of this clause is to provide the company with a mechanism to raise additional funds for growth, operations, or debt repayment, while ensuring that the process is transparent and compliant with legal requirements.
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Share Capital Increase. 7.1 The Promissory Buyer is aware that the financial statements of KAP as of December 31, 2021, which will be approved at the meeting by the Promising Sellers before the signing of the Final Agreement, show a loss of EUR 253,821 (two hundred fifty-three thousand eight hundred twenty-one), with a consequent resolution to reset the share capital, and that therefore, pursuant to Italian law, the Promissory Buyer, in its capacity as sole shareholder upon completion of the Final Agreement, will have the burden, and in this sense expressly undertakes, to reconstitute the share capital of KAP. Furthermore, the Promissory Buyer is aware that, pursuant to Italian law, the resolution to increase the capital must be taken in prompt terms.
7.2 The Promissory Buyer undertakes, therefore, immediately upon completion of the formal obligations at the Register of Companies, with evidence of its status as the sole shareholder of KAP, to carry out a capital increase for a total of EUR 253,821 (two hundred fifty-three thousand eight hundred twenty-one).
7.3 The Promissory Buyer, to guarantee the obligation assumed in the previous point 7.2, undertakes to promptly arrange the payment by bank transfer of the aforementioned amount of EUR 253,821 (two hundred fifty-three thousand eight hundred twenty-one), from the bank account in the name of ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Notary of Milan, by way of fiduciary deposit, so that the Notary, as of now in charge of presiding over the extraordinary meeting of KAP for the purposes, among other things, of the necessary capital increase resolution, can dispose of it exclusively for this purpose.
7.4 The Parties mutually acknowledge that the breach by the Promissory Buyer of the agreed obligation indicated in the previous article 7.3 will produce the effect of the legal termination of this preliminary agreement, pursuant to art. 1456 of Italian Civil Code and, therefore, the Final Agreement will not be entered into.
Share Capital Increase. The amount of the share capital increase (in ordinary shares) to be carried out by Novares in order to remunerate the contributions of Mecaplast Management 1 shall depend on the exchange parity, which shall not be determined until the IPO Price-Setting Date and shall depend on the IPO Price, in accordance with the principles set forth in Schedule 6 hereto. No fractional shares shall be issued. Each shareholder of Mecaplast Management 1 shall receive a number of shares of Novares equal to its number of ordinary shares of Mecaplast Management 1 as at the Merger Date multiplied by the exchange ratio determined in accordance with the principles set forth in Schedule 6, rounded down to the nearest whole number. The amount of the share capital increase (in ordinary shares of Novares) shall be equal to the number of ordinary shares credited to the account of each Mecaplast Management 1 shareholder multiplied by the par value of the Novares ordinary share. To avoid fractional shares, an indemnity calculated on the basis of the Novares Ordinary Share Unit Value (as such term is defined in Schedule 6) shall be paid by Novares to the relevant Mecaplast Management 1 shareholders, unless said shareholders waive the benefit thereof. An example calculation of the amount of the share capital increase of Novares is set forth in Schedule 7 hereto. English translation for information purposes only The new shares to be created by the Absorbing Company shall be ordinary shares, which shall be subject to all of the provisions of the articles of association and shall carry dividend rights as from the Merger Date. Said shares shall be immediately transferable within the statutory periods. The shareholders of Mecaplast Management 1 and the shareholders of Novares, summoned in general meeting to decide on the Merger, as well as the holder of the Golden Share, shall finally determine, on the basis (inter alia) of the IPO Price as and when the same is determined, the Novares Ordinary Share Unit Value (as such term is defined in Schedule 6) and the MM 1 Ordinary Share Unit Value (as such term is defined in Schedule 6), the exchange ratio (in accordance with the principles set forth in Schedule 6 hereto), the amount of the Novares share capital increase and the resulting merger premium (on the basis of the interim statement of the accounts of the Absorbed Company as at 30 November 2017), in accordance with the principles set forth in this article 6 and 7 and in Schedule 6 hereto.
Share Capital Increase. There is a specific procedure regarding any share capital increases of the Company as well as any issuance of titles convertible into shares. For any share capital increase, the consent of both shareholders will be required, and the price of the newly issued shares will be determined in line with their fair market value, while both shareholders will have pre-emptive rights over the newly issued share capital. As an exception, if there is an emergency event requiring the immediate financing of the Company at the Board’s reasonable opinion, the Board may, following the authorization of the General Meeting, proceed with a share capital increase with the exclusion of pre-emptive rights in favor of PPC.
Share Capital Increase. If, as of the date hereof, the Company does not have a sufficient number of shares of Common Stock reserved, and which are free of preemptive rights and other encumbrances, to enable the Company to immediately issue Warrant Shares issuable pursuant to any exercise of the Warrants, the Company hereby undertakes to promptly use its best efforts to obtain Company shareholder approval and take all other necessary actions to increase the number of its authorized shares of Common Stock to enable the Company to issue Warrant Shares issuable pursuant to any exercise of the Warrants.
Share Capital Increase the issue by EN of registered ordinary shares, by increasing the share capital of EN, after the effective date of this Agreement;