ISSUE OF NEW SHARES. In consideration for the net contribution, valued at €1,903,610,200, the Contributing Company will be awarded 19,036,102 new shares of the Beneficiary Company, with a par value of 10 euros each, fully paid up, to be issued by the latter as a capital increase. The newly issued shares thus granted shall be vested at the Effective Date and treated in their entirety as shares comprising the capital stock of the Beneficiary Company; they will therefore yield the right to any amounts as might be applied to distribution during the financial year ended December 31, 2007. The newly issued shares will entitle their holders to any exemption or result in the imposition of any tax charges, after payment to the old shares of the dividend for the financial year ended December 31, 2007. The newly issued shares will be immediately negotiable within the legal timeframes.
ISSUE OF NEW SHARES. The issue of new shares shall take place pursuant to a resolution of, and subject to the conditions laid down by, the general meeting of shareholders, hereinafter referred to as the "general meeting."
ISSUE OF NEW SHARES save as contemplated in this Agreement, in respect of any Group Company, issuing any new shares or granting any option over or right to acquire any shares or creating or granting any rights or interests convertible or exchangeable into shares or securities convertible or exchangeable into shares;
ISSUE OF NEW SHARES. Subject to clause 5, the Board may, with the approval of the Shareholders by Special Resolution, issue further Shares in the Company (including different Classes of Shares) which:
i) rank equally with, or in priority to, existing Shares; or
ii) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise.
ISSUE OF NEW SHARES. The issued share capital of the Investment Vehicle may from time to time be increased by such sum as shall be mutually agreed between the parties in accordance with this clause 6 but so that (unless the parties agree otherwise) no Shares shall be issued other than to a member of the AB Group and BMP Group.
ISSUE OF NEW SHARES. 14.1 Pre-emption
(a) offer the Shares to all the Shareholders in accordance with their proportionate Shareholding and on the same terms; and
(b) make the offer by notice in writing to each Shareholder specifying:
(i) the number of Shares to be issued (New Shares);
(ii) the issue price and the other terms of the offer;
(iii) the number of New Shares the Shareholder is entitled to purchase based on the Shareholder's proportionate Shareholding;
(iv) the date by which the offer will if not accepted be deemed to be declined (Acceptance Date); and
(v) that the Shareholder should specify the number (if any) of New Shares in excess of its proportionate Shareholding that it wants to take up (Additional New Shares).
ISSUE OF NEW SHARES. Subject to the approval of a Unanimous Resolution, the Board may issue further Shares In the Company (Including different Classes of Shares) which:
(a) rank equally with, or in priority to, existing Shares;
(b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise;
(c) confer preferential rights to distributions of capital or income;
(d) confer special, limited or conditional voting rights;
ISSUE OF NEW SHARES. All Shares issued by the Company after the date of adoption in this constitution will, unless the board specifies otherwise, at the time of issue or as a condition of issue, be deemed to be nominal value Shares having the nominal value specified in clause 4.11 or such other nominal value as may at the time of issue be specified by the board (in its absolute discretion) or by this constitution.
ISSUE OF NEW SHARES. If Shares cannot be issued by reason of any limitation or restriction elsewhere in this constitution, then the board may issue Shares if the board obtains the approval for the issue in the same manner as approval is required for an alteration to this constitution that would permit such an issue. Subject to the terms of the approval, the Shares may be issued at any time, to any person, and in any number the board thinks fit. Within 10 working days of approval being given under clause 5.5, the board must ensure that notice of that approval in the prescribed form is delivered to the Registrar for registration. Nothing in this clause affects the need to obtain the approval of an interest group in accordance with section 117 if the issue affects the rights of that interest group. Unless specifically provided by the terms of issue of any class of Shares, section 45 of the Companies Act does not apply.
ISSUE OF NEW SHARES. 7.1 If the Company proposes to issue and allot new Shares (the 'New Shares"), each Shareholder shall be notified in writing of such issuance, the number of the New Shares to be issued, the terms of the issue and the subscription price per Share of the New Shares.
7.2 The New Shares shall be offered to each Shareholder in their respective Shareholding Proportion, and in accordance with the Constitution and any applicable law (a "Subscription Offer").
7.3 A Subscription Offer may be accepted by a Shareholder as to some or all of the New Shares comprised in such Subscription Offer within 30 days from the date of the Subscription Offer and failing such acceptance shall be deemed to be declined.
7.4 Where a Subscription Offer is declined or deemed to have been declined, the other Shareholder(s) who have so accepted their respective Subscription Offers in full shall, for a further period of 30 days following the 30-day period mentioned in Clause 7.3, have the option but not the obligation to subscribe for its Pro Rxxx Share of the New Shares that have been declined or deemed to be declined by the other Shareholder(s) (the "Declined Shares' ). If any Declined Shares remain unsubscribed following the operation of this Clause 7.4, then this Clause 7.4 shall operate mutalis mutandis on a repeated basis until such time as either: (a) none of the Shareholders exercises its right to subscribe for Declined Shares; or (b) all such Declined Shares have been allocated for subscription. For the purposes of this Clause 7.4, a Shareholder's "Pro Rata Share" of any Declined Shares shall be equal to (i) the total number of Declined Shares multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Shares held by such Shareholder on the date of the Subscription Offer and the denominator of which shall be the total number of Shares held on such date by all Shareholders who have not previously declined to exercise their rights under this Clause 7.4 in relation to such Declined Shares.
