Capital Increases. In a capital increase the Members shall have the preferential right to subscribe in accordance with Clause Fifth. No capital increase may be declared until the previous increase has been fully paid for.
Capital Increases. Upon the terms and subject to the conditions set forth in this Agreement, IPEF hereby commits to cause the Fiduciary Company to participate to PM’s Extraordinary Shareholders’ Meeting in second call (and not in first call), directly or by proxy, and in the context of such meeting to cast its vote in favour of the Capital Increases.
Capital Increases. No Group Company shall, without Minority Consent, make a Capital Increase provided that, this restriction shall not apply (i) where the Capital Increase, in the reasonable opinion of the Controlling Party, is required because a member of the Group is in a Distress Situation; (ii) where the Capital Increase takes place in order to allow Cayman 7 to fund Lux 1 with the funds received by Cayman 7 from CEDC pursuant to Clause 11; or (iii) where the Capital Increase takes place between members of the Group. Where a Capital Increase takes place in a Distress Situation, CEDC shall be offered the opportunity via Cayman 7 before any other party to subscribe for all shares proposed to be issued under, but shall not in any circumstances have the right to prevent, the Capital Increase and the provisions of paragraphs 1.2 to 1.7 of Schedule 5 shall apply. Any Capital Increases during a Distress Situation shall be limited to raising an amount which the Controlling Party, acting reasonably, deems necessary, following consultation with the Minority Party, to: i) cure the Distress Situation; and ii) prevent another Distress Situation from arising within the following twelve months. Any participation of CEDC in a Capital Increase shall be made by CEDC providing funds to Cayman 7 to allow it to participate in the Capital Increase.
Capital Increases. No Group Company shall, without Minority Consent make a Capital Increase and issue any securities or interests pursuant thereto to any Person other than Cayman 7 or a wholly-owned subsidiary of Cayman 7, and Cayman 7 shall pledge all such securities or interests for which it subscribes pursuant to this paragraph pursuant to the terms of the Cayman 7 Pledge.
Capital Increases. (a) The PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in kind (Aumento con aportaciones no dinerarias) and shall register such action pursuant to the Deed of In-Kind Capital Increase with the Commercial Registry immediately following receipt of the Liberty Virginia Exchange Certificate.
(b) If the PRISA Rights Offer shall be required by the CNMV, the PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in cash (Aumento Dinerario) and shall register such action pursuant to the Deed of Subscription Capital Increase with the Commercial Registry immediately following the completion of the PRISA Rights Offer.
Capital Increases. 9.1 In the event that the Company’s share capital is increased, including those capital increases that are part of a merger in which the Company is the absorbing company, the following alternative rules shall apply:
9.1.1 if the increase of capital is made through capitalization of reserves pursuant to art. 2481-ter of the Civil Code, the Second Italian Pledge over Quota shall continue to encumber the Quota held by the Pledgor, which, pursuant to art. 2481-ter, alinea 2 of the Civil Code, shall remain unchanged;
9.1.2 if the capital increase occurs as a result of new capital contribution, according to Article 6.3, the newly issued quota or quotas shall be automatically encumbered by and or subjected to the Second Italian Pledge over Quota by virtue of this agreement.
9.2 Subject to the provisions of Article 2.2 of this Agreement, the Pledgor undertakes in any case to subscribe in full all such capital increases as shall have been authorized by the Company’s charter or resolved upon by any extraordinary meeting of the Company at which a favourable vote was expressed by the Pledgor. Should the Pledgor fail to comply with the aforesaid subscription undertaking, the Collateral Agent shall be entitled to subscribe said capital increase in the name and on behalf of the Pledgor and to debit the Pledgor any relative expense or cost arising therefrom, including the fee paid to the Company for the subscription.
9.3 The Pledgor undertakes to:
9.3.1 cause the Second Italian Pledge over Quota to be noted in the Company’s share ledger in a form substantially similar to that in Annex B, in relation to any new quota that may be hereafter held by the Pledgor, as a result of any gratuitous assignment or subscription of newly issued quotas, to which the Pledge extends;
9.3.2 deliver to the Collateral Agent a true copy or an extract of the pages in the Company’s share ledger showing said annotation, whose conformity with the original shall be certified by a Notary Public.
9.4 Without prejudice to the provisions of Article 7 (Pledgor’s Undertakings), and only with the prior written consent of the Collateral Agent, regarding the Company’s merger, and without prejudice to the Pledgor’s liability for infringement of such undertakings, in the event of the Company’s merger with another company, the pledge rights established pursuant to this agreement are understood to be hereby extended to:
9.4.1 shareholdings or stocks that, as a result of the merger, will be assigned to the Pledg...
Capital Increases. Seller has subscribed and paid in full the capital increases of SAGA II and SAGA III, and excerpts of the public deeds containing the minutes of the shareholders meeting at which such capital increases were approved, SAGA II's capital increase has been registered at page 77007, number 39397 of the Registry of Commerce of Santiago, corresponding to the year 2018 and published in the Chilean Official Gazette on October 11, 2018, and SAGA III's capital increase has been registered at page 77223, number 39491 of the Registry of Commerce of Santiago, corresponding to the year 2018 and published in the Chilean Official Gazette on October 11, 2018. Such capital increases amount to CLP$47,305,000,000.00, in the case of SAGA II, and CLP$24,775,801,000.00, in the case of SAGA III, and were agreed at the shareholder meeting of SAGA II held on September 20, 2018, which minutes were filed as public deed with Xx. Xxxx Xxxxxxxxx Acevedo, notary public of Santiago, on October 8, 2018 under Repertory Nº 17,703-2018, rectified by public deed dated October 11, 2018, granted before such same notary public under Repertory Nº 17,945-2018, and, in the case of SAGA III, were agreed at the shareholder meeting of SAGA III held on September 25, 2018, which minutes were filed as public deed with Xx. Xxxx Xxxxxxxxx Acevedo, notary public of Santiago, on October 8, 2018 under Repertory Nº 17,704-2018, rectified by public deed dated October 11, 2018, granted before such same notary public under Repertory Nº 17,946-2018.
Capital Increases. (a) The Shareholders shall have preemptive rights to participate in capital increases of the Company pro rata to their shareholding and such Shares would, upon issuance, be (i) the same class of Shares as is held by the subscribing Shareholder at such time or (ii) if a Shareholder holds more than one class of shares at such time, the Shares to be issued will be split pro rata between such classes (with Shareholders holding Shares of the same class as those that are not subscribed for having a right to subscribe for any such Shares in priority to other Shareholders).
(b) The Parties shall exercise their respective rights as Shareholders (including procuring that each Director appointed by it exercises its rights as a Director) in a way that, save with the prior written consent of all Shareholders, no Shares shall be allotted to any Person who is a Restricted Transferee.
(c) In the event that after the process in 3.2(a) above, any Shares which were offered to the Shareholders were not subscribed for in accordance with Article 3.2(a), the Company may issue Class B Shares only, in the amount equal to the number of unsubscribed Shares, to any Person, other than a Restricted Transferee.
Capital Increases. (a) The PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in kind (Aumento con aportaciones no dinerarias) and shall register such action pursuant to the Deed of In-Kind Capital Increase with the Commercial Registry immediately following receipt of the Liberty Virginia Exchange Certificate.
(b) the PRISA Board shall execute the approval of the shareholders of PRISA to increase the share capital of PRISA against a contribution in cash (Aumento Dinerario) and shall register such action pursuant to the Deed of Subscription Capital Increase with the Commercial Registry immediately following the completion of the PRISA Rights Offer.
Capital Increases. Until the end of the Put Option Period, any capital increase in the Companies must be agreed by all the voting shares of the Operating Companies, except for the case in which the capitalization of non distributed profits is decided, in which case the simple majority of the voting shares shall be sufficient.
