Common use of Execution of the Capital Increase Clause in Contracts

Execution of the Capital Increase. Within one year as of the date of this agreement, the Board of Directors, with express power of substitution, may indicate the date on which the Capital Increase agreement is to be executed and establish its conditions in all matters that are not covered in this agreement (including, in particular, the Option Amount). Notwithstanding the above, if the Board of Directors, with express power of substitution, does not consider it convenient to execute all or part of the Capital Increase within the aforementioned period, it may abstain from the same. In such case, it must inform the next General Shareholders’ Meeting of its decision. Specifically, the Board of Directors will analyze and take into account the market conditions, those of the Company or those arising from any fact or event with social or economic significance and, in the event that these or any other elements representing sufficient reason, in the opinion of the Board, for not executing the Capital Increase, the Board may refrain from doing so. Similarly, the Capital Increase will be rendered without effect or value if, within the term of one year established by the General Shareholders’ Meeting for its execution, the Board of Directors does not exercise the powers delegated. Upon the conclusion of the trading period for the free allocation rights, the following shall apply: a) The New Shares will be assigned to those who, in accordance with the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR) and its participating entities, are entitled to free allocation rights in the proportion as determined in section 3 above. b) The trading period for the free allocation rights will be declared closed and the formalization for accounting purposes of the allocation of the accounts against which the Capital Increase is to be charged, in the corresponding amount, with the payment being made with said allocation. Similarly, once the trading period for the free allocation rights has concluded, the Board of Directors, with express power of substitution, will adopt the corresponding agreements to amend the By-Laws in order to reflect the new share capital and the number of shares resulting from the execution of the Capital Increase and the application for admission to trading of the New Shares on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges, through the Spanish Stock Market Interconnection System (Continuous Market).

Appears in 2 contracts

Samples: Shareholder Agreements, Shareholder Agreements

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Execution of the Capital Increase. Within one year as of the date of this agreement, the Board of Directors, with express power of substitution, may indicate the date on which the Capital Increase agreement is to be executed and establish its conditions in all matters that are not covered in this agreement (including, in particular, the Option Amount). Notwithstanding the above, if the Board of Directors, with express power of substitution, does not consider it convenient to execute all or part of the Capital Increase within the aforementioned period, it may abstain from the same. In such case, it must inform the next General Shareholders’ Meeting of its decision. Specifically, the Board of Directors will analyze and take into account the market conditions, those of the Company or those arising from any fact or event with social or economic significance and, in the event that of these or any other elements representing sufficient reason, in the opinion of the Board, for not executing the non-execution of the Capital Increase, the Board may refrain from doing so. Similarly, the Capital Increase will be rendered without effect or value if, within the term of one year established by the General Shareholders’ Meeting for its execution, the Board of Directors does not exercise the powers delegated. Upon the conclusion of the trading period for the free allocation rights, the following shall apply: a) The New Shares will be assigned to those who, in accordance with the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR) and its participating entities, are entitled to free allocation rights in the proportion as ratio determined in section 3 above. b) The trading period for the free allocation rights will be declared closed and the formalization for accounting purposes of the allocation of the accounts against which the Capital Increase is to be charged, in the corresponding amount, with the payment being made with said allocation. Similarly, once the trading period for the free allocation rights has concluded, the Board of Directors, with express power of substitution, will adopt the corresponding agreements to amend the By-Laws in order to reflect the new share capital and the number of shares resulting from the execution of the Capital Increase and the application for admission to trading of the New Shares on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges, through the Spanish Stock Market Interconnection System (Continuous Market).

Appears in 1 contract

Samples: Shareholder Agreements

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Execution of the Capital Increase. Within one year as of the date of this agreement, the Board of Directors, with express power of substitution, may indicate the date on which the Capital Increase agreement is to be executed and establish its conditions in all matters that are not covered in this agreement (including, in particular, the Option Amount)agreement. Notwithstanding the above, if the Board of Directors, with express power of substitution, does not consider it convenient to execute all or part of the Capital Increase within the aforementioned period, it may abstain from the same. In such case, it must inform the next General Shareholders’ Meeting of its decision. Specifically, the Board of Directors will analyze and take into account the market conditions, those of the Company or those arising from any fact or event with social or economic significance and, in the event that these or any other elements representing sufficient reason, in the opinion of the Board, for not executing the Capital Increase, the Board may refrain from doing so. Similarly, the Capital Increase will be rendered without effect or value if, within the term of one year established by the General Shareholders’ Meeting for its execution, the Board of Directors does not exercise the powers delegated. Upon the conclusion of the trading period for the free allocation rights, the following shall apply: a) The New Shares will be assigned to those who, in accordance with the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR) and its participating entities, are entitled to free allocation rights in the proportion as determined in section 3 4 above. b) The trading period for the free allocation rights will be declared closed and the formalization for accounting purposes of the allocation of the accounts against which the Capital Increase is to be charged, in the corresponding amount, with the payment being made with said allocation. Similarly, once the trading period for the free allocation rights has concluded, the Board of Directors, with express power of substitution, will adopt the corresponding agreements to amend the By-Laws in order to reflect the new share capital and the number of shares resulting from the execution of the Capital Increase and the application for admission to trading of the New Shares on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges, through the Spanish Stock Market Interconnection System (Continuous Market).

Appears in 1 contract

Samples: Shareholder Agreements

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