METHOD FOR EFFECTING THE EXCHANGE RATIO Sample Clauses

METHOD FOR EFFECTING THE EXCHANGE RATIO. ‌ CaixaBank will effect the exchange for Bankia shares, in accordance with the exchange ratio established in section 3.1, via newly issued ordinary shares. To this end, CaixaBank will increase its share capital by the sum necessary to cater for the exchange of Bankia shares via the issue and putting into circulation of the number of new ordinary shares required, each of a nominal value of one euro, of the same class and series as those currently in circulation, represented as book entries. In accordance with article 304.2 of the Law on Corporate Enterprises, no pre-emptive rights will be provided for, and the subscription of the shares will be reserved for holders of Bankia shares. In application of article 26 of the Law on Structural Changes to Companies, under no circumstances will any Bankia shares owned by CaixaBank or any shares that Bankia holds as treasury shares be exchanged. These shares are to be cancelled. On the date of this Joint Merger Plan, CaixaBank does not own any shares in Bankia, and Bankia has 31,963,300 own shares as direct treasury shares. Taking into account the total number of Bankia shares in circulation on the date of this Joint Merger Plan that could be exchanged (i.e. 3,069,522,105 shares, each with a nominal value of one euro, less 31,963,300 own shares, which will be kept as treasury shares until the coming into effect of the merger and therefore will not be exchanged), the maximum number of CaixaBank shares to be issued to effect the merger exchange is 2,079,209,002 ordinary shares in CaixaBank, each of a nominal value of one euro. This represents a capital increase of a maximum nominal sum of 2,079,209,002 euros. The sum of the capital increase may be lower depending on the treasury shares held by Bankia or any shares in Bankia that CaixaBank, where applicable, holds when the merger becomes effective. CaixaBank will request admission to trading for the new shares issued to effect the merger exchange on the Barcelona, Bilbao, Madrid and Valencia stock exchanges, for contracting via the Spanish Stock Exchange Interconnection System (Continuous Market), and will perform all required legal procedures.
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