METHOD FOR CARRY Sample Clauses

METHOD FOR CARRY. OUT THE EXCHANGE RATIO‌ Neinor will carry out the exchange for Quabit Shares in accordance with the exchange ratio established in section 3.2 via newly issued ordinary shares, of the same class and series as those currently in circulation. Neinor will increase its share capital by the sum necessary to achieve the exchange ratio via the issue of the corresponding number of new ordinary shares required, each with a nominal value of EUR 10, of the same class and series as those currently in circulation, represented by book entries. In accordance with article 304.2 of Royal Legislative Decree 1/2010 of 2 July approving the consolidated text of the Spanish Companies Act ( the “Spanish Companies Act”), no pre-emptive rights will be established and the subscription of these new ordinary shares of Neinor will be reserved for holders of Quabit Class A Shares. The difference between the fair value of the assets received by Xxxxxx as a result of the Merger and the face value of the new shares will be recorded as share premium. Both the face value of the new shares and the corresponding share premium will be fully paid up as a result of the transfer as a whole, upon completion of the Merger, of the assets of Quabit to Neinor, which will acquire all of the assets, rights and obligations of Quabit by universal succession as a consequence of such transaction. Pursuant to article 26 of the Law on Structural Changes to Companies, under no circumstances will any Quabit Shares owned by Neinor or any shares that Quabit holds as treasury shares be exchanged; these shares will be cancelled under the Merger. On the date of this Joint Merger Plan, Xxxxxx does not own any shares in Quabit and that it will not hold any shares in Quabit until the effectiveness of the Merger. Likewise, Quabit has 3,380,039 own shares as direct treasury shares, and it is expected that Quabit acquires all Quabit Class B Shares for its full cancellation in accordance with the provisions of section
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Related to METHOD FOR CARRY

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