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.
(ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities or Applicable Optional Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the Representatives, acting on behalf of the several Underwriters.
(iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of Vaud.
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.
Capital Reduction. 5.1 Each of Marconi and RTS shall:
5.1.1 as soon as reasonably practicable after the date of this agreement but, in any event, not later than 20th December, 2002, sign a shareholders' written resolution of Ultramast to authorise Ultramast, in accordance with sections 135 to 141 of the Companies Xxx 0000, to:
(a) reduce the amount standing to the credit of its share premium account for the purpose of creating a reserve against which to write off the accumulated deficit on the profit and loss reserve on its balance sheet;
(b) reduce its share capital and share premium account through the cancellation of the Marconi Reduction Shares and, subject to sub-clause 5.5, the RTS Reduction Shares; and
(c) repay to Marconi out of Ultramast's share capital and its share premium account the MARCONI REDUCTION AMOUNT and repay, subject to sub-clause
5.5 to RTS out of Ultramast's share capital and its share premium account the RTS Reduction Amount (the "CAPITAL REDUCTION"); and
Capital Reduction. The Parties agreed to the exit of TSEL from its entire investment of 25% equity interest in Shanghai Gas through a reduction of the registered capital of Shanghai Gas from RMB1,333,333,333 to RMB1,000,000,000 by the amount contributed by TSEL of RMB333,333,333 and the reduction of capital reserves of Shanghai Gas by the amount of RMB4,329,244,369.32. The Consideration payable by Shanghai Gas to TSEL is RMB4,662,577,702.32, which was determined after arm’s nelgoetiantiognstbehtween the Parties and with reference to the valuation by a PRC-based valuer of the net asset value of Shanghai Gas as at 28 February 2023 of RMB18,650,310,809.26.
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.
2.5.2 The Target Company and the Existing Shareholders shall use their best endeavors to confirm the feasibility of the Capital Reduction under PRC law within two (2) months after the execution of the Cooperator Meeting Minutes. If the Parties consider that the Capital Reduction is impracticable, the Parties shall use their best endeavors to seek an alternative solution having an equivalent economic effect as agreed by the Parties (including but not limited to the Investor first to acquire up to 25.5% equity interest held by each of Xxxx Xxxxx and Quantum in the Target Company and the Existing Shareholders and the Investor to subscribe for the increased registered capital of the Target Company simultaneously in proportion to the equity interest held by them), including the injection into the Target Company of the proceeds from such sales, or to further seek an additional alternative solution with the Investor and the Target Company with same intention, and to further execute applicable agreements to achieve the investment purpose hereunder (i.e., the Investor holding 51% of equity interest in the Target Company based upon the Pre-Money Valuation (as defined below)).
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. (Except for the reduction of capital for the repayment for the lender of the domestic parent company’s senior acquisition financing (including refinancing), in this case, DoubleU Games shall ensure that no substantial dilution takes place on the direct and indirect equity values of the domestic parent company or the SPC);
Capital Reduction. (a) Subject to the Capital Reduction Resolution being passed at the General Meeting and to Gloucester making the announcement to ASX referred to in clause 3.2, Gloucester will implement the Capital Reduction as follows:
(1) On the Capital Reduction Record Date, Gloucester will issue one or more promissory notes (Promissory Note) for the Capital Reduction Amount to a body corporate authorised to act as a trustee under section 283C of the Corporations Act or to an authorised trustee corporation (as defined in the Corporations Act) who is nominated by Gloucester (Trustee);
(2) the Promissory Note will be payable in full by Gloucester to the Trustee on the date that is 6 months after the Implementation Date (Payment Date);
(3) the Trustee will hold the Promissory Note on trust for all persons registered as Gloucester Shareholders as at the Capital Reduction Record Date in accordance with the Trust Deed;
(4) on the Payment Date, the Trustee will present the Promissory Note to Gloucester for payment and Gloucester must pay the Promissory Note in full and in cleared funds to Trustee on that date; and
(5) following the receipt of payment of the Promissory Note by Gloucester, the Trustee will in accordance with the Trust Deed distribute the proceeds to all persons registered as Gloucester Shareholders as at the Capital Reduction Record Date, in accordance with their Capital Return entitlements. ME_97945566_1 (W2003x) 4 Transaction Steps
(b) Bidder guarantees the due and punctual performance and observance by Gloucester of all of Gloucester’s obligations contained in or implied under the Promissory Note (Guaranteed Obligations). The Guaranteed Obligations are for the benefit of all persons registered as Gloucester Shareholders as at the Capital Reduction Record Date.
(c) The obligations of Bidder under paragraph (b) remain unaffected despite:
(1) an amendment to this deed;
(2) a rule of law or equity to the contrary;
(3) an insolvency event affecting a person or the death of a person;
(4) a change in the constitution, membership, or partnership of a person;
(5) the Guaranteed Obligations not being enforceable at any time (whether by reason of a legal limitation, disability or incapacity on the part of Bidder and whether this deed is void ab initio or is subsequently avoided) against Bidder;
(6) Gloucester granting any time or other indulgence or concession to, compounding or compromising with, or wholly or partially releasing Bidder or an obligation; or
(7) another ...
Capital Reduction. (i) If the Call Option is not exercised within the deadline set forth in Section 12(b) or the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Shares or Option 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 thirty days after the termination of this Agreement. The Representatives 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 Option Shares (as applicable) entered in the Commercial Register of the Canton of Zug against repayment of the aggregate par value of such Securities to the Representatives, acting on behalf of the Underwriters. Prior to such shareholders’ meeting, the auditors of the Company shall confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are covered notwithstanding the Capital Reduction.
(ii) At the earliest possible date, the Capital Reduction shall be registered in the Commercial Register of the Canton of Zug. The proceeds of the Capital Reduction, being an amount representing the aggregate par value of the respective Firm or Option Shares (as applicable), shall be paid (for value the date of the entry in the Commercial Register of the Canton of Zug) in cash to the Representatives, acting on behalf of the Underwriters.
Capital Reduction. 1.2.1 CASI Cayman and HCYD unanimously agree that the registered capital of the Company shall be reduced by USD [***] from USD [***] to USD [***], which shall be effected by HCYD withdrawing its committed and paid-in contribution of USD [***] from the Company (“Reduction”).
1.2.2 The closing of this Reduction shall occur on December 25, 2023 (“Closing Date”). The Company and CASI Cayman shall, within [***] business days from the Closing Date, complete the change registration and filing procedures with the company registration authority and other relevant competent administrative authorities in connection with the Reduction, and submit to HCYD the change registration documents such as the registration notice approving the Reduction issued by the company registration authority.
1.2.3 The Parties agree that the Company shall pay HCYD the consideration for the Reduction in an aggregate amount of RMB [***] in cash in Chinese yuan (“Consideration”), which consists of (1) the investment principal of USD [***] (or RMB [***]) contributed by HCYD to the Company (“Principal”), and (2) the income earned on the Principal at a rate of [***]% p.a. over the investment period, totaling RMB [***] (“Income”).
1.2.4 The Parties agree that the Company shall pay the Consideration to HCYD as follows:
(1) The Company shall, on and from the Closing Date, be liable to pay HCYD the Principal of RMB [***] in cash in Chinese yuan, and HCYD shall, on and from the Closing Date, hold a right of claim against the Company with respect to the Principal of RMB [***] . HCYD, the Company and related parties will enter into transaction documents regarding the convertible loan such as the Convertible Loan Agreement in respect of CASI Pharmaceuticals (Wuxi) Co., Ltd. (“Convertible Loan Agreement”). Under the Convertible Loan Agreement, HCYD intends to convert such Principal, on the Closing Date, into a convertible loan in an amount of RMB [***] as an investment made in the Company in the form of convertible loan, with such transaction subject to the Convertible Loan Agreement and other transaction documents regarding the convertible loan. If, for whatever reason, the Convertible Loan Agreement is terminated or rescinded, resulting in the convertible loan transaction canceled or terminated, the Company shall, within [***] business days of such termination or rescission, pay HCYD the Principal of RMB [***] in full, together with the interest accrued thereon at a rate of [***] % p.a. from December...
