Capital Increase. If the Capital Increase is not offered granting the option right in accordance with Recital D., the execution of the Capital Increase will require and will be subject to a vote in favour of one director designated by Richemont.
Capital Increase. 2.1Capital Increase Prior to the signature of this Agreement, the Target Company signed relevant capital increase agreements with Liaoning Haitong Innovation Securities Investment Co., Ltd. (hereinafter referred to as “Haitong Innovation Securities”), Liaoning Haitong New Kinetic Energy Equity Investment Fund Partnership (L.P.) (hereinafter referred to as “Haitong New Kinetic Energy”) and Liaoning Haitong New Energy Low-carbon Industry Equity Investment Fund Co., Ltd. (hereinafter referred to as “Haitong New Energy”). According to agreements, Haitong Innovation Securities, Haitong New Kinetic Energy and Haitong New Energy increased an investment in RMB equivalent to USD 10 million, USD 9 million and USD 3.5 million respectively to the Target Company based on the pre-investment valuation of USD 624 million (the specific amount shall be calculated as per the middle rate of USD against RMB (i.e. 1 U.S. dollar = RMB 6.6205) announced by the People's Bank of China on 2:00 p.m., November 13, 2020, i.e. Haitong Innovation Securities makes an investment of RMB 66.205 million, Haitong New Kinetic Energy adds an investment of RMB 59.5845 million and Haitong New Energy adds an investment of RMB 23.17175 million respectively) (the above are collectively known as “Haitong capital increase”). Prior to the signature of this Agreement, the Target Company signed relevant capital increase agreements with Fujian Province Anxin Industry Investment Fund Partnership (L.P.) (hereinafter referred to as Anxin Industry Investment), Jinggangshan Meicheng Equity Investment Partnership (L.P.)( hereinafter referred to as Xxxxxxxxxxxx Xxxxxxxx), Xxxxx Xxxxxxx Xxxxx 0 Integrated Circuit Industry Investment Partnership (L.P.)( hereinafter referred to as Huadeng Phase 2), Qingdao Xinxingyi Equity Investment Fund Partnership (L.P.)( hereinafter referred to as Qingdao Xinxing), Qiji (Hangzhou) Investment Co., Ltd.(hereinafter referred to as Hangzhou Qiji), Gongqingcheng Yihua Tongze Investment Partnership (L.P.)( hereinafter referred to as Gongqingcheng Yihua). According to agreements, Anxin Industry Investment, Jinggangshan Xxxxxxxx, Xxxxx Xxxxxxx Xxxxx 0, Xxxxxxx Xinxing, Hangzhou Qiji and Gongqingcheng Yihua increased an investment in RMB equivalent to USD 6.797 million, USD 4.531 million , USD 5.287 million, USD 3.021 million, USD 3.021 million and USD 1.343 million respectively to the Target Company based on the pre-investment valuation of USD 624 million (the specific amount shal...
Capital Increase. 1. The Parties desire that, subject to the shareholder resolution in the next annual or extraordinary general meeting of the Company’s shareholders, the share capital shall be increased as follows:
a) The share capital of the Company shall be increased from currently EUR 1,509,202 by EUR [•] to EUR [•] (“Capital Increase”).
b) The Capital Increase shall be executed by the issuance of [•] new shares to the Grantee, who shall subscribe to these shares as Restricted Shares. The Restricted Shares will each be issued against a cash contribution in an amount equal to the nominal value per share of EUR 1.00 (“Share Capital Amount”).
c) The shareholders shall be excluded from their subscription right so that only the Grantee shall be entitled to subscribe to the Restricted Shares.
d) The Restricted Shares shall have full dividend and profit rights attached to them as of the beginning of the current financial year in which the Capital Increase was registered with the commercial register.
2. The total Share Capital Amount of EUR [•] shall be due and payable within [5 (five)] Bank Business Days after the resolution of the Capital Increase has been passed by the Shareholders and the Grantee has subscribed to the Restricted Shares (in any event however prior to the Capital increase being filed with the Company’s commercial register) on to the following account (statement of use: “Restricted Shares 2015”): Account Holder: Innocoll AG Bank: Commerzbank AG, Bxxxxxxxxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx BLZ: 750 800 03 Account Number: [•] IBAN: [•] SWIFT: [•].
3. The Company shall procure that the Capital Increase and the corresponding revision of the Articles will be filed for registration with the commercial register immediately after the Grantee has duly subscribed to the Registered Shares. The Company shall perform all necessary and economically appropriate acts and make all declarations necessary for the immediate registration of the Capital Increase and the revision of the Articles with the commercial register.
Capital Increase. In accordance with applicable law, upon the exercise of Warrants, the capital increase and issue of new Shares resulting therefrom shall be formally recorded before a notary public by one or more authorised representatives of the Company.
Capital Increase up to the fifth (5th) business day after the completion of acquisition of the ARACRUZ SHARES, VCP may call a Special Shareholders’ Meeting in order to pass resolutions on an increase of the capital stock (“AGE Call Notice”) in a minimum amount corresponding to the BNDESPAR Investment plus the VID Investment and the maximum amount of four billion, two hundred and fifty-five million Reais (R$4,255,000,000.00), with the issuance of new common and preferred shares at an issuance price of nineteen Reais (R$19.00) each, determined based on the criterion set forth in article 170, paragraph 1, item III of Law 6404/76 (the “Corporation Law”) for private subscription (the “Capital Increase”).
3.1.7.1. In the event of failure of acquisition of the ARACRUZ SHARES OF ARAINVEST, (i) the BNDESPAR Investment shall be of up to two billion and two Reais (R$2,000,000,002.00), (ii) the amount of the Capital Increase shall be of up to two billion, six million and two Reais (R$2,600,000,002.00), (iii) there shall be no Initial Investment from BNDESPAR and, as a consequence, (iv) there shall be no Additional AFAC, and such possibility shall be reflected in the AGE Call Notice.
3.7.1.2. The price of issuance of the VCP common and preferred shares in the Capital Increase shall be the same.
3.1.7.3. VCP shareholders shall be entitled to preemptive rights to subscribe shares issued in the Capital Increase in the proportion of the number of shares issued by VCP which they own, pursuant to the Corporation Law and according to the shareholding position on the date of publication of the notice to shareholders on the Capital Increase. Such right shall be ensured for the term of thirty (30) days, subject to extension for the time necessary to wait for a statement on the ARAINVEST Tag Along, if such statement was not rendered within the thirty (30) initial days.
3.1.7.4. VID hereby agrees to assign free of charge or to waive its preemptive rights to subscribe VCP shares on behalf of BNDESPAR in the Capital Increase, except for the portion necessary for subscription of the shares corresponding to the full capitalization of the Initial AFAC and, as the case may be, the Additional AFAC or the Initial Investment from BNDESPAR, if such investment has been made after the commencement of the period to exercise the preemptive rights in the Capital Increase.
3.1.7.5. VID hereby agrees to pass a resolution on the Capital Increase in order to permit the Migration.
3.1.7.6. The AGE Call Notice shall i...
Capital Increase. 1.1 Subject to the terms and conditions herein, the Parties agree that Party B makes capital increase to Party A with a trust capital of RMB150 million, in which RMB90 million is used to increase Party A’s registered capital and the remaining portion is recorded into Party A’s capital reserve. After Party B’s capital increase to Party A, Party A’s registered capital and equity structure are as follows: Shareholder Registered capital (RMB10k) Shareholding percentage Party B 9,000 90 % Party C 1,000 10 % Total 10,000 100 %
1.2 Party B’s trust capital of RMB150 million for making capital increase to Party A will be paid to the account designated by Party A within five working days after all the following conditions are fulfilled and Party A will complete the capital verification procedures.
(1) This Agreement has entered into force;
(2) 2011 Zhongcheng Trust Huainan Ninetowns Investment Trust Plan has been established. In which, XXX 00 million is to be paid to the capital verification account opened by Party A. Account details are as follows: Account holder: ********** Bank of deposit: ********** Account No.: ********** Remaining RMB60 million is to be paid to the basic account opened by Party A. Account details are as follows: Account holder: ********** Bank of deposit: ********** Account No.: **********
Capital Increase. Within sixty (60) calendar days following the Closing Date, the Company shall create sufficient capital to be able to issue all Warrant Shares issuable pursuant the Warrants.
Capital Increase. The Company and the Loan Parties shall procure that the stated share capital of (i) any Loan Party incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) or (ii) any general partner of a Loan Party which is established in Germany as a limited liability partnership or a partnership (GmbH & Co. KG / GmbH & Co. oHG) will not be increased without the prior written consent of the Agent. Notwithstanding anything in this Agreement to the contrary, (i) during any period of time that (A) the Ratings Condition has been satisfied and, as of the applicable date of determination, has remained satisfied for an uninterrupted period of at least 30 consecutive days, and (B) no Event of Default has occurred and is continuing (the simultaneous occurrence of both of the events described in the foregoing clauses (A) and (B) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be required comply with the terms of Sections 5.02(c), 5.02(d), 5.02(e), 5.02(k) and 5.02(m) collectively, the “Suspension Covenants”), and (ii) during any period of time when a Covenant Suspension Event shall have occurred and be continuing and the Interest Coverage Ratio is greater than or equal to 2.00:1.00 (as determined on a Pro Forma Basis, giving effect to each anticipated indebtedness incurrence event, as of the end of the fiscal quarter immediately preceding such date), the Company and the Restricted Subsidiaries will not be required to comply with the terms of clauses (i) through (xi) of Section 5.02(b) (but, for the avoidance of doubt, will still be required to comply with the proviso at the end of Section 5.02(b)) of such Section 5.02(b) (the “Suspension Debt Covenant”). In the event that the Company and the Restricted Subsidiaries are not required to comply with the Suspension Covenants or the Suspension Debt Covenant for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Ratings Condition is not satisfied (or in the case of the Suspension Debt Covenant, the Interest Coverage Ratio shall be less than 2.00:1.00 as of such date), then the Company and the Restricted Subsidiaries will thereafter again be required to comply with the Suspension Covenants, and the Suspension Debt Covenant with respect to any future events or transactions. Notwithstanding that the Suspension Covenants and the Suspension Debt Covenant may be reinstated, no Defaul...
Capital Increase. 2.1 If the Conditions Precedent are fulfilled, the Investor shall invest RMB fifteen million (RMB15,000,000) in the Company according to the Agreement, and an amount of RMB eighty-one thousand nine hundred and thirty-five (RMB81,935) shall be accounted into the Company’s registered capital, and the balance of RMB fourteen million nine hundred and eighty thousand and sixty-five (RMB14,918,065) shall be accounted into the Company’s capital reserves. After Completion of Capital Increase as mentioned herein, the shareholders of the Company and their capital contributions and shareholding proportion shall be as shown in the following table: Redgate Interactive Advertising (Beijing) Co., Ltd. 81,935 10.71 % Xxxxx Xxxx 372,700 48.72 % Xxxxxxxx Xx 93,200 12.18 % Xxxx Xxxx 34,100 4.46 % Xxxxxxx Xxxxx 183,100 23.93 %
2.2 Subject to each party’s adjustment of the Capital Increase Amount according to Articles 2.3 to 2.6 hereof, the Capital Increase Amount contemplated hereunder shall be RMB fifteen million (RMB15,000,000).
2.3 In consideration of the Company’s net asset value, historical performance, market share and other factors (especially the information disclosed by Existing Shareholders and the Company to the Investor), the Company’s equity value after Completion of the Capital Increase shall be calculated as follows: value of the Company’s equity interest = 7 × RMB twenty million (RMB20,000,000) of the forecasted profit after-tax for 2007 (for the purpose of Article 2, from December 1, 2007 to November 30, 2007) as audited by the auditors according to American Accounting Standards = RMB one hundred and forty million (RMB140,000,000).
2.4 If the actual amount of the profit after-tax for 2007 as audited is less than such amount, the equity value shall be adjusted downward correspondingly. In such case, the Company need not refund any surplus to the Investor, but the Company’s shareholding shall be adjusted as follows: Investor’s shareholding: (RMB15,000,000 / actual amount of the profit after-tax for 2007 as audited × 7) ×100% The Existing Shareholders shall make an equity transfer to the Investor without consideration in order to realize the aforesaid adjustment. Existing Shareholders’ shareholding:
1 – (RMB15,000,000 / actual amount of the profit after-tax for 2007 as audited × 7) ×100%
2.5 If the actual amount of the profit after-tax for 2007 as audited is more than such value, the equity value shall be adjusted upward correspondingly. In such case, the Capita...
Capital Increase. To carry out the equity transfers and the overseas investment described in Section 2 above, Huamei Information will need to increase its registered capital from RMB1,000,000 to RMB20,000,000. Beijing HC International will, in turn, have to increase its equity investment in Huamei Information by RMB19,000,000.
