Common use of Capital Reduction Clause in Contracts

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.

Appears in 3 contracts

Samples: Underwriting Agreement (Auris Medical Holding AG), Underwriting Agreement (Auris Medical Holding AG), Underwriting Agreement (Auris Medical Holding AG)

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Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 15(c‎13(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Shares or Applicable Optional Option 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 sixty (60) calendar days after the Event of Non-Completion. The Representative 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 Shares or Applicable Optional Option Shares, as applicable, entered in the Commercial Register of the Canton of Zug Nidwalden against repayment of an amount representing the aggregate nominal value expenses of such securities to the RepresentativeRepresentative as set out in Section ‎13(f). 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.

Appears in 2 contracts

Samples: Underwriting Agreement (NLS Pharmaceutics Ltd.), Underwriting Agreement (NLS Pharmaceutics Ltd.)

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 15(c14(c) or it exercise or settlement of the Put Option 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 sixty (60) calendar days after the Event of Non-Completion. The Representative 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 Shares or Applicable Optional Shares, as applicable, entered in the Commercial Register of the Canton of Zug Vaud against repayment of an amount representing the aggregate nominal value Aggregate Firm Capital Increase Amount plus expenses of such securities to the RepresentativeRepresentatives as set out in Section 14(f). 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.

Appears in 1 contract

Samples: Underwriting Agreement (ADC Therapeutics SA)

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 15(c17(c) or it if the exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Shares or Applicable Optional Underwritten Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately as soon as practicable call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than fifty seventy days after the Event of Non-Completion. The Representative Representative, 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 Underwritten Shares or Applicable Optional Shares, as applicable, entered in the Commercial Register of the Canton of Zug against repayment of their aggregate par value plus expenses of the aggregate nominal value of such securities to the RepresentativeRepresentative as set out in Section 17(f). 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.

Appears in 1 contract

Samples: ObsEva SA

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Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 15(c14(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Shares or Applicable Optional Shares, as applicableCompany Securities , 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 seventy days after the Event of Non-Completion. The Representative 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 Shares or Applicable Optional Shares, as applicable, Company Securities entered in the Commercial Register of the Canton of Zug Vaud against repayment of the aggregate nominal value of such securities to the RepresentativeRepresentatives, 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.

Appears in 1 contract

Samples: Underwriting Agreement (AC Immune SA)

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section ‎Section 15(c) ). or it is cannot possible be exercised for legal reasons or is insufficient to dispose of the Firm Shares or Applicable Optional Offered 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 seventy days after the Event of Non-Completion. The Representative 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 Offered Shares or Applicable Optional Shares, as applicable, entered in the Commercial Register of the Canton of Zug Vaud against repayment of the aggregate nominal value of such securities Offered Shares to the RepresentativeRepresentatives, 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.

Appears in 1 contract

Samples: Underwriting Agreement (AC Immune SA)

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