Registration of Capital Increase Sample Clauses

Registration of Capital Increase. (i) the Borrower has failed to produce within four (4) Business Days from receipt by it and the notary (who, in accordance with Clause 2.6.1 of the Shareholders’ Undertaking Agreement has certified the capital increase) of a written confirmation by the Agent that the Shareholder Contributions have been credited to the Disbursement Account, the confirmation by the notary required as proof thereof that the registration of the EUR 15,000,000 has been sent to the commercial register, or (ii) the registration of the capital increase has been revoked by the Shareholders.
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Registration of Capital Increase. Without undue delay (unverzüglich) upon receipt of the Subscription Certificate and Bank Certificate in accordance with Section 1 (b) above and provided the Management Board Resolution and the Supervisory Board Resolution have been passed in accordance with Section 1 (a) above, MorphoSys shall use its [***] efforts to effect the registration of the Capital Increase in the commercial register.
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Registration of Capital Increase. Promptly upon receipt of the Subscription Certificate pursuant to Section 2(a)(iv), the Bank Certificate and subject to having received all required documents as well as the respective subscription payments to effect the capital increase with respect to the Rights Offering, the Company shall take all reasonable measures to have the registration of the Capital Increase representing the Offered Shares in the Commercial Register approved by the competent judge by December 16, 2016. Copies of all documents filed with the Commercial Register shall be delivered to the Underwriter. Promptly upon the registration of the Capital Increase representing the Offered Shares in the Commercial Register, which is expected to take effect shortly after 12:00 A.M. CET on December 17, 2016, the Company shall, by telefax or email furnish the Underwriter with an excerpt from the Commercial Register, evidencing such Capital Increase representing the Offered Shares. If the actions described in Section 2(a) above and this Section 2(b) have not occurred on or prior to December 17, 2016, all obligations of the Underwriter to subscribe for the Underwritten Shares shall terminate. In this event the provisions set out in Sections 4 and 5 of this Agreement shall remain in full force and effect, and the Company shall make such payments to the Underwriter as required under Section 9 of this Agreement.
Sample 1
Registration of Capital Increase. 1.3.1 Promptly upon receipt of the Underwriters Subscription Certificate(s) and the Private Equity Investor Subscription Certificate(s) (together, the “Subscription Certificates”) and the Underwriters Bank Certificate and Private Equity Investor Bank Certificate, the Company shall apply, through its notary, for the registration of the execution of the Capital Increase in the Commercial Register, it being understood that such applications may be filed at different times for the New Shares subscribed for by the Underwriters under the Rights Offering and the Non-Subscribed Shares acquired by the Private Equity Investor. Copies of all documents filed with the Commercial Register shall be promptly delivered to the Joint Bookrunners; it being understood that such application as regards the New Shares represented by the Private Equity Investor Subscription Certificate shall not be effected prior to the conditions precedent under the Investment Agreement having been met and in such case the following provisions of this Section 1.3 and of Section 4 shall apply accordingly as regards the delay of such application.
Sample 1
Registration of Capital Increase. Promptly upon receipt of the Subscription Certificate pursuant to Section 2.1(a)(iii) and the Bank Certificate, the Company shall take all reasonable measures to effect the registration of the Capital Increase in the Commercial Register by [_____________], 2014, . Copies of all documents filed with the Commercial Register shall be delivered to the Representatives. Promptly upon the registration of the Capital Increase in the Commercial Register, which is expected to be at the latest by [10:00 A.M.] CET on [_____________], 2014, the Company shall, by telefax or email with the original copy to follow promptly by courier, furnish each of the Representatives with a certified excerpt of the registration notice of the Commercial Register and a certified excerpt from the Commercial Register, each evidencing such Capital Increase. If the registration with the Commercial Register of the Capital Increase has not been effected by [9:00 P.M.] CET on [_____________], 2014, the Subscription Certificate for the Firm Shares shall expire and the Representatives, through Pxxxx Xxxxxxx & Co., on behalf of the several Underwriters, may obtain repayment of the Aggregate Issue Price by way of canceling the transfer of the Aggregate Issue Price for the Firm Shares to the Capital Increase Account or retransfer of the Aggregate Issue Price. In such event, the Representatives, on behalf of the several Underwriters, and the Company may agree that the Representatives, through Pxxxx Xxxxxxx & Co., submit a new Subscription Certificate for the Firm Shares (to expire in accordance with its terms on a date to be determined by the Representatives on behalf of the several Underwriters) and effect a new credit of the Aggregate Issue Price for the Firm Shares to the Capital Increase Account. If the Representatives, on behalf of the several Underwriters, and the Company have not agreed on the submission of a new Subscription Certificate for the Firm Shares on or prior to [______________], 2014, all obligations of the several Underwriters to purchase and underwrite the Firm Shares shall terminate. In this event, the reimbursement obligation of the Company with respect to costs, charges and expenses incurred pursuant to the terms of Section 12 and the provisions set out in Sections 6 and 7 of this Agreement shall remain in full force and effect.
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Registration of Capital Increase against Contribution in Kind The increase of O2’s share capital against Contribution in Kind in accordance with Clause 3.2.4 has been registered with O2’s commercial register.
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Registration of Capital Increase. The appropriate Slovene court has registered the increase of the Company's capital and the Company has duly issued the New Shares, delivered such New Shares to Sellers and registered each Seller's ownership of such New Shares in the shareholder registry of the Company, and Sellers have provided Purchaser with evidence, to the reasonable satisfaction of Purchaser, of (i) such registrations, (ii) the obtainment of any consents or waivers required with respect to any preemptive or similar rights any shareholder may have had in connection with the issuance of the New Shares, and (iii) the expiration of any time periods under applicable law or the charter documents of the Company for challenges to such registrations or the convening of, or actions taken at, the shareholders meeting(s) approving the issuance of the New Shares and the subscription by Sellers for such New Shares.
Sample 1
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Related to Registration of Capital Increase

  • Reduction of Piggyback Registration If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

  • Form F-3 Registration In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

  • S-3 Registration In the event that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will:

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

  • Incidental Underwritten Offerings If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

  • Effective Demand Registration The Company shall use its commercially reasonable efforts to cause any such Demand Registration to become and remain effective not later than sixty (60) days after it receives a request under Section 3(a) hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold or (ii) 120 days; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

  • Demand Underwritten Offerings If requested by the sole or lead managing Underwriter for any Underwritten Offering effected pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the Underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each Holder of Registrable Securities participating in such offering and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnification and contribution to the effect and to the extent provided in Section 5.

  • Requested Underwritten Offerings If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including indemnities and contribution agreements on substantially the same terms as those contained herein or as otherwise customary for the lead underwriter. Every Participating Holder shall be a party to such underwriting agreement. Each Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

  • Reduction of Underwritten Offering If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

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