Cancellation of Preferred Shares. Upon delivery of the shares of Series C Preferred Stock, Series E Preferred Stock and Series F Preferred Stock to AIG at the Closing in accordance with this Agreement and the Amended and Restated Purchase Agreement, the shares of Series C Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be cancelled, shall revert to authorized but unissued shares of preferred stock of AIG undesignated as to series and shall not be reissued as Series C Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable.
Cancellation of Preferred Shares. The Company shall take all necessary actions to restore to the status of authorized but unissued shares of Preferred Stock without designation as to series by retiring all shares of Preferred Stock acquired from Purchaser pursuant to the Swap immediately following the Swap Closing.
Cancellation of Preferred Shares. (a) The Foundation shall have the right to demand from the Company, subject to Section 9(c), the cancellation of Preferred Shares held by the Foundation with repayment of an amount described in Section 9(b), upon the earliest of (i) the Foundation becoming obligated and unable to repay any funds made available to or used by it to finance the payment of such Preferred Shares and (ii) the moment when the Foundation is reasonably convinced that all influences that might adversely affect or threaten the strategy, the mission to provide the world population access to the broadest range of affordable, high quality medicine, the independence, the continuity and/or the identity of the Company and its businesses in a manner that is contrary to the interests referred to in the purpose clause of the Articles have been sufficiently resisted, avoided and/or mitigated.
(b) The amount to be repaid upon cancellation of any Preferred Shares (including, without limitation, cancellation on request of the Foundation, in accordance with Section 9(a)) shall be determined in accordance with the articles of association of the Company.
(c) If the Foundation exercises its right to demand cancellation of any Preferred Shares pursuant to Section 9(a), the Company shall use its reasonable best efforts to effect such cancellation, including, without limitation, (i) adding to the agenda of an upcoming General Meeting the proposal for a resolution to cancel the relevant Preferred Shares (provided that the Board shall not be required to convene an extraordinary General Meeting for this purpose or modify an agenda previously made public), (ii) if such resolution is adopted by the General Meeting, filing and publishing such resolution in accordance with Section 2:100 of the Dutch Civil Code, and (iii) if applicable, furnishing reasonable security or other comfort to creditors of the Company who require so in connection with the right of objection pursuant to Section 2:100 of the Dutch Civil Code.
Cancellation of Preferred Shares. SRAX shall have authorized the cancelation of the Preferred Shares.
Cancellation of Preferred Shares. Preferred Shares as set forth on Exhibit B have been issued. The owners of such shares shall return those shares to the Company, by sending them to either JDLPA or the transfer agent, and such shares shall be canceled.
Cancellation of Preferred Shares. Immediately upon the occurrence of the Closing the Company will effect the cancellation of the Preferred Shares on its corporate books and records and will return such shares to treasury.
Cancellation of Preferred Shares. In partial consideration of the parties' mutual obligations hereunder, at the Closing, Grupo shall assign, transfer, convey and deliver to Buyer, and Buyer shall cancel all of Grupo's right, title and interest in and to the Preferred Shares.
Cancellation of Preferred Shares. Promptly following the Effective Date, Yang agrees to (i) deliver to the Company fully-completed and executed letters of transmittal, together with all attachments thereto, for the Preferred Shares; (ii) deliver to the Company stock certificates for the full amount of the Preferred Shares or, in the event that any certificate shall have been lost, stolen or destroyed, an affidavit of that fact and providing for indemnification by Yang of such lost, stolen or destroyed certificate; and (iii) perform such other actions and deliver to the Company such other documents as are requested by the Company to complete the cancellation of the Preferred Shares.
Cancellation of Preferred Shares. Article 9-9. 1. The Bank may, at any time, purchase Preferred Shares and cancel them. 2. The Bank may, after issuance of Class 2 Preferred Shares and after the lapse of the period designated by the resolution of the Board of Directors adopted at the time of the issuance of such Preferred Shares, redeem the relevant Preferred Shares, in whole or in part, at such time and at such redemption price as deemed appropriate giving due consideration to the prevailing market conditions, as determined by relevant resolution. Partial redemption shall be effected by way of lot or other method.
Cancellation of Preferred Shares. 4.1 Subject to the provision in Clause 4.3, the Parties agree that the Company shall cancel 228,320,000 Preferred Shares and that the equity rights (including nominal value) attached to the Preferred Shares so cancelled shall accrue to the Preferred Shares remaining outstanding. The Parties acknowledge that, as a result of the foregoing transactions, (i) the aggregate financial rights attached to the Preferred Shares will not change, but concentrated in a lesser number of Preferred Shares remaining outstanding; and (ii) on the basis of the current and recent market prices of the Common Shares, the voting rights/value ratio of the Preferred Shares remaining outstanding will become equal or close to the voting rights/value ratio of the Common Shares. Clause 3.3 shall apply by analogy. If, for any reason a cancellation of said number of Preferred Shares cannot be achieved, the Parties intend to use any other technique available to achieve materially the same result.
4.2 The Parties acknowledge that, as a result of the transactions contemplated by Clause 4.1 and the other transactions contemplated in this Agreement, the Association will reduce its shareholding in the Company from approximately 52% to approximately 23.2 %.
4.3 The Parties intend to effect the transactions contemplated in Clause 4.1 immediately after the Company's annual shareholders meeting of 2003 (which term may be extended by the Company for any special reason the Company may deem to justify such extension). The agreement set forth in Clause 4.1 is conditional upon further changes becoming effective to the governance structure of the Company and its group, if proposed by the management and supervisory boards of the Company at or prior to the Company's annual general meeting of shareholders of 2003 (unless that term is extended in accordance with the foregoing) (and whether or not requiring the approval from the general meeting of shareholders).
4.4 The Parties mutually undertake that they will negotiate and implement an amendment to the Preferred Shares Option Arrangement to the effect that the anti-dilution protection granted to the Association thereunder will be limited to a level not to exceed the level of the Association's voting rights resulting from the transactions contemplated by Clause 2.
