Share Capital and General Share Premium Reserve. (a) The issued share capital of the Company, in the amount of Euro 18,000 (eighteen thousand) on the date hereof, consists of 18,000 (eighteen thousand) Company Shares, with a nominal value of Euro 1 (one Euro) each, divided between the Shareholders in the proportion of 50% (fifty percent) to each Group as follows: (i) TEM: 9000 (nine thousand) Company Shares; (ii) PT Móveis: 8999 (eight thousand nine hundred ninety nine) Company Shares; and (iii) Portugal Telecom: 1 (one) Company Share. (b) The Shareholders further agree to procure that the Company establishes a general share premium reserve for the benefit of all Shareholders in proportion to their shareholding interest in the Company at any time (the “General Share Premium Reserve”). (c) The Shareholders undertake to take all necessary actions to transform the corporate nature of the Company from a private company with limited liability (besloten vennootschap) into a limited liability company (naamloze vennootschap) under the laws of the Netherlands. The Shareholders shall further take such actions under applicable Netherlands law as may be necessary to ensure that the organisational documents of the Company, including the Articles of Association, at all times conform in all respects with Netherlands law and any other applicable laws and regulations and executed in such a manner so as to permit the Company to fully comply with this Agreement. (d) As between the Shareholders, the provisions of this Agreement and the Subscription Agreement take precedence over any provision of the Articles of Association to the extent such provision conflicts with this Agreement or the Subscription Agreement.
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Samples: Shareholder Agreement (Telefonica Mobile Inc), Shareholder Agreement (Telefonica S A), Shareholder Agreement (Portugal Telecom SGPS Sa)
Share Capital and General Share Premium Reserve. (a) The issued share capital of the Company, in the amount of Euro 18,000 EUR 100,000 (eighteen thousandone hundred thousand euro) on the date hereof, consists of 18,000 100,000 (eighteen one hundred thousand) Company Shares, with a nominal value of Euro EUR 1 (one Euro) each, divided between the Shareholders in the proportion of 50% (fifty percent) to each Group as follows:
(i) TEM: 9000 50,000 (nine fifty thousand) Company Shares;
(ii) PT Móveis: 8999 49,999 (eight forty-nine thousand nine hundred ninety ninety-nine) Company Shares; and
(iii) Portugal Telecom: 1 (one) Company Share.
(b) The Shareholders further agree to procure that the Company establishes has established a general share premium reserve for the benefit of all Shareholders in proportion to their shareholding interest in the Company at any time (the “General Share Premium Reserve”).
(c) The Shareholders undertake to take all necessary actions to transform the corporate nature of the Company from a private company with limited liability (besloten vennootschap) into a limited liability company (naamloze vennootschap) under the laws of the Netherlands. The Shareholders shall further take such actions under applicable Netherlands law as may be necessary to ensure that the organisational documents of the Company, including the Articles of Association, at all times conform in all respects with Netherlands law and any other applicable laws and regulations and executed in such a manner so as to permit the Company to fully comply with this Agreement.
(d) As between the Shareholders, the provisions of this Agreement and the Subscription Agreement take precedence over any provision of the Articles of Association to the extent such provision conflicts with this Agreement or the Subscription Agreement.
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Share Capital and General Share Premium Reserve. (a) The issued share capital of the Company, in the amount of Euro 18,000 (eighteen thousand) on the date hereof, consists of 18,000 (eighteen thousand) Company Shares, with a nominal value of Euro 1 (one Euro) each, divided between the Shareholders in the proportion of 50% (fifty percent) to each Group as follows:
(i) TEM: 9000 (nine thousand) Company Shares;
(ii) PT Móveis: 8999 (eight thousand nine hundred ninety nine) Company Shares; and
and (iii) Portugal Telecom: 1 (one) Company Share.
(b) The Shareholders further agree to procure that the Company establishes a general share premium reserve for the benefit of all Shareholders in proportion to their shareholding interest in the Company at any time (the “"General Share Premium Reserve”").
(c) The Shareholders undertake to take all necessary actions to transform the corporate nature of the Company from a private company with limited liability (besloten vennootschap) into a limited liability company (naamloze vennootschap) under the laws of the Netherlands. The Shareholders shall further take such actions under applicable Netherlands law as may be necessary to ensure that the organisational documents of the Company, including the Articles of Association, at all times conform in all respects with Netherlands law and any other applicable laws and regulations and executed in such a manner so as to permit the Company to fully comply with this Agreement.
(d) As between the Shareholders, the provisions of this Agreement and the Subscription Agreement take precedence over any provision of the Articles of Association to the extent such provision conflicts with this Agreement or the Subscription Agreement.
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