Reduction of Share Capital. The share capital of the Company shall be reduced by the cancellation of the assented Preferential Stock and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company.
Reduction of Share Capital. For so long as any Conversion Right remains exercisable, the Issuer shall not reduce its issued share capital except where such reduction:
(a) gives rise (or would, but for the provisions of Section 11.16 hereof, give rise) to an adjustment to the Conversion Price;
(b) is pursuant to the terms of the relevant share capital; or
(c) is by means of a purchase or redemption of share capital.
Reduction of Share Capital. The Company has not at any time repaid or agreed to repay or redeemed or agreed to redeem any shares in its share capital or otherwise reduced or agreed to reduce its issued share capital.
Reduction of Share Capital. Upon the proposal of the supervisory board, the general meeting may resolve to reduce the issued share capital by cancelling shares or by reducing the par value of shares by an amendment of the articles of association.
Reduction of Share Capital. We may, by ordinary resolution (unless the directors determine otherwise), reduce our authorized but unissued share capital in any way. We also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel our issued share capital in any manner permitted by the Irish Companies Act. We are required to hold an annual general meeting within 18 months of incorporation and at intervals of no more than 15 months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting and no more than nine months after our fiscal year-end. Any annual general meeting may be held outside Ireland, provided that technological means are provided to enable shareholders to participate in the meeting without leaving Ireland. Notice of an annual general meeting must be given to all of our shareholders and to our auditors. Our Articles of Association provide for a minimum notice period of 21 clear days (i.e., 21 days excluding the day when the notice is given or deemed to be given and the day of the event for which it is given or on which it is to take effect), which is the minimum permitted under Irish law. The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are (i) the consideration of the statutory financial statements, report of the directors, and report of the statutory auditors, (ii) review by the members of the company’s affairs and (iii) the appointment or re-appointment of the statutory auditors. At any annual general meeting, only such business may be conducted as has been brought before the meeting: • in the notice of the meeting; • by or at the direction of the board of directors; • in certain circumstances, at the direction of the Irish High Court; • as required by law; or • that the chairman of the meeting determines is properly within the scope of the meeting. In addition, and subject to compliance with our Articles of Association, shareholders entitled to vote at an annual general meeting may propose business in advance of the meeting to be considered thereat.
Reduction of Share Capital. 7.1 Reduction of Share Capital held by Demerged Company 1 in Resulting Company
7.1.1 Notwithstanding anything contained under the Act, pursuant to the provisions of Section 230 to 232 of the Act, the existing shareholding of Demerged Company 1 in Resulting Company shall stand cancelled without any further act or deed immediately following the issuance of shares by Resulting Company to the shareholders of Demerged Company 1 and Demerged Company 2 pursuant to Clauses 6.1 and 17.1 of this Scheme, in accordance with provisions of the Scheme.
7.1.2 The reduction of share capital of Resulting Company shall be effected as an integral part of this Scheme and Resulting Company shall not be required to follow the process under Sections 66 of the Act or any other provisions of Applicable Law separately.
7.1.3 The reduction would not involve either a diminution of liability in respect of unpaid share capital, if any or payment to any shareholder of any unpaid share capital.
7.1.4 Notwithstanding the reduction in the equity share capital of Resulting Company, Resulting Company shall not be required to add “And Reduced” as suffix to its name.
Reduction of Share Capital. Elan shall procure that a resolution of the shareholders of New Alkermes is passed prior to the Closing permitting a reduction of the share premium account of New Alkermes in order to allow an application to be made under Section 72 of the Irish Companies Xxx 0000 to the Irish High Court to allow for the creation of distributable reserves, the wording of such resolution to be subject to the prior approval of Alkermes.
Reduction of Share Capital. It undertakes that it shall not approve the reduction of or permit a Debtor to reduce its share capital unless such reduction is permitted pursuant to clause 2.4 (Permitted Payments in respect of Subordinated Liabilities) or approved by the Security Agent (acting on instructions of the Facility Agent on behalf of the Majority Lenders).
Reduction of Share Capital. Save as otherwise necessary in effecting the proposed transactions contemplated in the Sale and Purchase Agreement, including but not limited to the Capital Reduction, the Company resolving to reduce its share capital in any way;
Reduction of Share Capital. Subject to the approval of the Shareholders as Shareholders’ Reserved Matter(s), the Corporation may reduce its share capital in any manner.
