Capital Increase and Initial Subscription Clause Samples
The Capital Increase and Initial Subscription clause outlines the process by which a company raises additional capital by issuing new shares and specifies the terms under which investors or existing shareholders can subscribe to these shares. Typically, this clause details the amount of capital to be raised, the price per share, the timeline for subscription, and the allocation of shares among participants. Its core function is to ensure a clear and orderly procedure for increasing the company's capital base, thereby providing transparency and protecting the interests of both the company and its investors during the fundraising process.
Capital Increase and Initial Subscription. (i) The Company confirms that: (1) pursuant to its articles of association, the board of directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 Ordinary Shares with a nominal value of CHF 0.01 each out of the Company’s capital band, such capital band having been introduced into the Company’s articles of association by resolution of the shareholders meeting of March 2, 2023; (2) on May 15, 2023, the Board has resolved on an increase in the share capital of the Company (Grundsatzbeschluss) from CHF 365,273.68 by a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 new Ordinary Shares from the capital band for the purpose of the offering whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded, thereby delegating any additional related resolution to a Transaction Committee of the Board and (3) not later than the day prior to Closing Time, the Transaction Committee shall have resolved on the final number of Initial Securities be issued pursuant to this Agreement (“Firm Capital Increase”).
(ii) BofA, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to subscribe (through BofA) for all the Initial Securities at the issue price (Ausgabebetrag) of CHF 0.01 per Initial Security corresponding to the nominal value for each Initial Security, which shall be paid to a capital increase bank account (to be specified by the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, and to deliver the corresponding subscription form (Zeichnungsschein) to the Company in the form of Exhibit B hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the nominal value of the Initial Securities and any higher payment made to the capital increase bank account (to be specified by the Company) from any payment due to the Company at the Closing Time.
(iii) Upon receipt of the documents and payments referred to in Section 2(d)(ii) and before 3:00 a.m. (New York City time) on the date of the Closing Time, or such other time and date as agreed between the Company and BofA, the Board will: (...
Capital Increase and Initial Subscription. (a) Shareholder’s Resolution on Capital Increase. The Company confirms that:
(i) pursuant to the articles of association, the Board may effect an increase of the Company’s share capital in a maximum amount of CHF 426,950.00 by issuing up to 21,347,500 Securities out of the Company’s authorized share capital, such authorization having been granted by resolution of the shareholders meeting of October 21, 2015; and
(ii) all statutory pre-emptive rights to which the existing shareholders of the Company are entitled under Swiss law with respect to the capital increase described in Section 4(a)(i) have been validly set aside or waived.
Capital Increase and Initial Subscription. (a) The Representatives, acting in their own name but for the accounts of the several Underwriters, agree, on the basis of the representations, warranties and agreements herein contained, to:
(i) subscribe, on or by 6.00 a.m. (New York City Time) on the Business Day preceding the day the Board shall pass a capital increase resolution (Erhöhungsbeschluss) (the latter date being the “Underwritten Capital Increase Date,” which is the second Business Day immediately preceding the First Closing Date), or such other time and date as agreed between the Issuer and the Representatives, for all of the Underwritten Securities and [NUMBER] Option Securities at the issue price (Ausgabebetrag) of CHF 0.03 per Security corresponding to the nominal value of each Security and to deliver the corresponding subscription form (Zeichnungsschein) to the Issuer in the form of Exhibit A in original form (wet ink signed) by no later than 6.00 a.m. New York City time on the Underwritten Capital Increase Date; and
(ii) deposit or cause to be deposited, not later than 7:30 a.m. New York City time on the Business Day preceding the Underwritten Capital Increase Date, or such other time and date as agreed between the Issuer and the Representatives, same-day funds in Swiss francs free of bank charges for value in an amount corresponding to the aggregate nominal value of the Underwritten Securities and [NUMBER] Option Securities (the “Underwritten Capital Increase Amount”) with UBS AG, Basel, Switzerland (the “Capital Increase Bank”), in a blocked account for such capital increase (Kapitaleinzahlungskonto), IBAN: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, made out to the Issuer’s name (the “Underwritten Capital Increase Account”), and to cause the Capital Increase Bank to issue and deliver a written confirmation of payment in original form of the Underwritten Capital Increase Amount to the Issuer no later than 2:30 a.m. New York City time on the Underwritten Capital Increase Date (or such other time and date as agreed between the Issuer and the Representatives).
(b) Upon completion of the items referred to in Section 3(a) and in no event later than 6:00 a.m. New York City time on the Underwritten Capital Increase Date, or such other time and date as agreed between the Issuer and the Representatives, the Board (or a committee or a Board member duly authorized by the Board) will:
(i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Underwritten Securities and [NUMBER] Opti...
Capital Increase and Initial Subscription. (a) ▇▇▇▇▇▇▇ Sachs & Co. LLC, acting in its own name but for the accounts of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to:
(i) subscribe, by no later than 11:00 a.m. (Zurich time) on the Business Day immediately preceding the First Closing Date (the “Subscription Date”), or such other time and date as agreed between the Issuer and the Representatives, for all of the (A) Underwritten Securities and (B) Option Securities for which the Underwriters have exercised their option to purchase pursuant to Section 2(c) in a manner such that the delivery of such Option Securities shall be made at the First Closing Date (the “First Applicable Option Securities”) at the issue price (Ausgabebetrag) of CHF 0.03 per Security corresponding to the nominal value of each Security and to deliver the corresponding subscription form (Zeichnungsschein) to ▇▇▇▇▇▇ ▇▇▇▇ AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, in the form of Exhibit A1 in original form (wet ink signed) by no later than 5:00 p.m. (Zurich time) on the Subscription Date; and
(ii) deposit or cause to be deposited, not later than 5:00 p.m. (Zurich time) on the Subscription Date, or such other time and date as agreed between the Issuer and the Representatives, same-day funds in Swiss francs free of bank charges for value in an amount corresponding to the aggregate nominal value of the Underwritten Securities and First Applicable Option Securities (the “Underwritten Capital Increase Amount”) with UBS Switzerland AG, Basel, Switzerland (the “Capital Increase Bank”), in a blocked account for such capital increase (Kapitaleinzahlungskonto), IBAN: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇, made out to the Issuer’s name (the “Underwritten Capital Increase Account”), and to cause the Capital Increase Bank to issue and deliver a written confirmation of payment in original form of the Underwritten Capital Increase Amount to ▇▇▇▇▇▇ ▇▇▇▇ AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ no later than 5:00 p.m. (Zurich time) on the Subscription Date (or such other time and date as agreed between the Issuer and the Representatives).
(b) Upon completion of the items referred to in Section 3(a) and in no event later than 10:00 a.m. (Zurich time) on the First Closing Date, or such other time and date as agreed between the Issuer and the Representatives, the Board (or a committee or a Board member duly authorized by the Board) will:
(i) (to the extent not already passed) pas...
Capital Increase and Initial Subscription. (a) The Company confirms that:
(i) Pursuant to its articles of association, the Board of Directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 1,600,000 by issuing up to 20,000,000 Common Shares with a nominal value of CHF 0.08 each out of the Company’s authorized share capital, such authorization having been granted by resolution of the shareholders meeting of March 30, 2020 and amended by resolution of the shareholders meeting of April 24, 2020, provided that the Company plans to issue 4,777,996 Common Shares out of its authorized share capital to holders of existing Class E preferred shares concurrently with the Firm Capital Increase (the “Compensatory Capital Increase”); and
(ii) By [●], 2020, at the latest the Board will resolve on an increase in the share capital of the Company (Durchführungsbeschluss) from CHF 4,267,000 to a maximum amount of CHF [●] by (A) executing the Compensatory Capital Increase and (B) issuing up to [●] new Common Shares from the authorized share capital for the purpose of the offering (“Firm Capital Increase”), whereby in each case (x) all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded and (y) the nominal value of such Common Shares shall be paid by conversion of freely distributable reserves (Umwandlung ▇▇▇ ▇▇▇▇ verwendbarem Eigenkapital) of the Company.
(b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to subscribe (through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC) for all the Firm Shares at the issue price (Ausgabebetrag) of CHF 0.08 per Firm Share corresponding to the nominal value for each Firm Share, which shall be paid by conversion of freely distributable reserves (Umwandlung ▇▇▇ ▇▇▇▇ verwendbarem Eigenkapital) of the Company, and to deliver the corresponding subscription form (Zeichnungsschein) to the Company in the form of Exhibit C hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and the Representatives.
(c) Upon receipt of the documents referred to in Section 5(b) and before 3:00 a.m. (New York City time) on the Closing Date, or such other time and date as agreed between the Company and the Representatives, the Board will:
(i) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) i...
Capital Increase and Initial Subscription