Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities or Applicable Optional Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction.
Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 15(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Shares or Applicable Optional Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than fifty days after the Event of Non-Completion. The Representative will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Shares or Applicable Optional Shares, as applicable, entered in the Commercial Register of the Canton of Zug against repayment of the aggregate nominal value of such securities to the Representative. Prior to such shareholders’ meeting, the Company shall use its best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its best efforts to cause its shareholders to vote in favor of the Capital Reduction.
Capital Reduction. A capital reduction may be performed by lowering the nominal value of the shares, by cancellation of shares or by combining them for exchange, and, in said cases, its purpose may be to return the value of contributions, release shareholders from their obligation to provide pending contributions, constitute or increase voluntary reserves or restore a balance between the share capital and equity of the company, in addition to any other purpose permitted by law. TITLE IV.- BONDS
Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 11(c) or it is not possible for legal reasons or insufficient to dispose of the Underwritten Securities, First Applicable Option Securities or Second Applicable Option Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Issuer shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives will vote in favor of a reduction of the issued and outstanding share capital of the Issuer (the “Capital Reduction”) by cancellation of the Underwritten Securities, First Applicable Option Securities or Second Applicable Option Securities, as applicable, entered in the Commercial Register of the Canton of Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Issuer shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Issuer’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Issuer shall use its best efforts to cause its shareholders to vote in favor of the Capital Reduction.
Capital Reduction. (1) If the Put Option is not exercised within the deadline set forth in Section 9(c)(iii) or exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Initial Securities or Applicable Additional Shares, as applicable, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than sixty (60) calendar days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Initial Securities or Applicable Additional Shares, as applicable, entered in the Commercial Register of the Canton of Zug against repayment of an amount representing the expenses of the Representatives as set out in Section 9(c)(vi). Prior to such shareholders’ meeting, the Company shall use its best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its best efforts to cause its shareholders to vote in favor of the Capital Reduction.
Capital Reduction. 2.5.1 For the purpose of this Investment, the Target Company shall, as required by the applicable laws of the PRC, initiate dealing with the applicable procedures to reduce the registered capital of the Target Company from RMB 10,425,480,000 to RMB 6,500,000,000 (“Capital Reduction”) as soon as possible after the execution of the Cooperator Meeting Minutes, after which Party B and Party C will respectively continue to hold 50% of the equity interest in the Target Company. For the avoidance of doubt, the Existing Shareholders shall not acquire any consideration and/or compensation, in cash or otherwise, from the Target Company due to the Capital Reduction.
Capital Reduction. 5.1 Each of Marconi and RTS shall:
Capital Reduction. 9.1 Upon a proposal of the Board, the general meeting may resolve to reduce the issued capital of the company by a cancellation of its shares or by a reduction of the nominal value of the shares by amendment of the articles of association.
Capital Reduction. To the extent Mecaplast Management 1 is and shall be the owner of 1,143,537 Novares Ordinary Shares on the Merger Date, Novares shall, as a result of the Merger, receive 1,143,537 of its own ordinary shares, which it shall be required to cancel. Accordingly, Novares shall, immediately after the foregoing share capital increase, proceed with a share capital reduction in an amount equal to the par value of the Novares Ordinary Shares contributed by Mecaplast Management 1 and cancelled, i.e. a nominal share capital reduction amount of 1,143,537 Euros. The difference between the par value of the shares cancelled as described above and their contribution value shall be allocated to the merger premium. The number of Novares Ordinary Shares which Mecaplast Management 1 shall hold at the Merger Date and the amount of the Novares share capital reduction shall be adjusted by the number of Novares Ordinary Shares transferred by the Absorbed Company to repay the MM 1 Current Account Advance.
Capital Reduction. After the Control Acquisition Date, VRB China shall proceed with the reduction of the unpaid registered capital of VRB China as the Board determines necessary (the “Capital Reduction”) and register such Capital Reduction with the competent company registration authorities, or take such other action as the Board determines necessary to address VRB China’s unpaid registered capital; provided, that under no circumstances shall VRB China require VRB Cayman or CES to contribute capital to VRB China in satisfaction of any unpaid registered capital of VRB China unless finally required by the applicable Laws. Both VRB Cayman and CES shall conduct all necessary actions and provide all necessary assistance relating to the Capital Reduction, including but not limited to signing, or causing the directors designated by them, respectively, to sign, any documentation required for the Capital Reduction, including but not limited to board resolutions, shareholders resolutions, amended articles of association, and administrative forms, etc., as determined by the Board in its discretion. 在控制权取得日之后，VRB中国应在董事会认为必要的情况下推进缩减注册资本（“减资”），并在适用的公司备案机构就该项减资进行备案，或采取董事会认为必要的其他措施以解决VRB中国的未缴注册资本，前提是VRB中国在任何情况下均不能要求VRB开曼或中能储向VRB中国进行注资以满足VRB中国的未缴注册资本，除非适用法律最终要求。VRB开曼及中能储双方均须就减资进行所有必要的工作并提供所有必要的协助，包括但不限于签署或使其委托的董事签署任何减资需要的文件，包括但不限于董事会决议、股东决议、修订版章程、以及行政表格等。
