SHARES AND SHARE CAPITAL. 4.1 The Company may issue the following shares in the capital of the Company with rights attaching to them and denominated, in each case, as follows:
(a) Ordinary Shares, each of which shall be denominated in British Pounds Sterling with a nominal value of £1. Each Ordinary Share shall be issued with one vote attaching to it for voting purposes in respect of all matters on which Voting Shares in the capital of the Company have voting rights and shall form a single class with the other Voting Shares in the capital of the Company for such purposes. The holders of Ordinary Shares shall, in respect of the Ordinary Shares held by them, be entitled to receive notice of, attend and speak at and vote at, general meetings of the Company.
4.2 Notwithstanding Article 4.1, subject to the provisions of the Companies Act, and without prejudice to any rights attached to any existing shares or class of shares:
(a) any share may be issued in one or more classes with such rights or restrictions as the Company may by special resolution determine or, subject to and in default of such determination, as the Board shall determine; and
(b) shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder and the Board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted.
4.3 The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Companies Act. Subject to the provisions of the Companies Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other and may be in respect of a conditional or an absolute subscription.
4.4 Except as required by law, no person shall be recognised by the Company as holding any share upon any trust. Except as otherwise provided by these Articles or by law, the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim or any interest in any share (or in any fractional part of a share) except the holder’s absolute ownership of the entirety of the share and all the rights attaching to it.
4.5 Without prejudice to any powers which the Company or the Board may have to issue, allot, dispose of, convert, or otherwise deal with or make arrangements in relation to, shares and other securities in any form:
(a) the Board m...
SHARES AND SHARE CAPITAL. (a) The Shares comprise the whole of the allotted and issued share capital of the Company and all of them have been validly issued and are fully subscribed and paid up by Seller. The Shares are owned by Seller, as the legal and beneficial owners with good title, free and clear of any Encumbrances of any nature whatsoever. No person has the right to acquire any interest in any of the Shares except the Purchaser pursuant to this Agreement.
(b) No person has the right to call for the issue of any share or loan capital of any Conveyed Entity under any option or other agreement or under any conversion rights.
(c) None of the Company, SIC or the Branch has, since the Last Balance Sheet Date, repaid or redeemed or agreed to repay or to redeem any shares of any class of its share capital or otherwise reduced or agreed to reduce its issued share capital or any class thereof or capitalised or agreed to capitalise in the form of shares or debentures or other securities or in paying up any amounts unpaid on any shares debentures or other securities any profits or reserves of any class or description or passed or agreed to pass any resolution to do so.
SHARES AND SHARE CAPITAL. 2.1 The issued share capital of the Company and each of its subsidiaries has been duly and validly authorized and issued, is not subject to any call for the payment of further capital, has been issued fully paid and is free of all pre-emptive rights or other material rights or restrictions.
2.2 Except as disclosed in the Offering Memorandum and except for the convertible notes and warrants offered to certain existing shareholders as set out in the Background (B) of this Agreement, there are no outstanding securities or warrants convertible into or exchangeable for rights or options, or agreements to grant warrants, rights or options, to purchase or to subscribe for, or obligations or commitments of the Company or any of its subsidiaries to create, issue, sell or otherwise dispose of, any securities (or any such shares, warrants, rights, options or obligations) of the Company or any subsidiary of the Company.
2.3 Provided that the AGM adopts the Resolutions and after the Board of Directors of the Company has passed the resolutions which are contemplated under this Agreement:
(a) All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into the Subscription Agreement and the Registration Rights Agreement and to sell, issue and register the Notes, the Warrants and the New Shares, has been taken. All action on the part of the officers of the Company necessary for the execution and delivery of the Subscription Agreement and the Registration Rights Agreement and the Notes and the Warrants and the performance of all obligations of the Company under such agreements and instruments has been taken. The Subscription Agreement and the Registration Rights Agreement and the Notes and the Warrants, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies;
(b) the New Shares will be duly and validly authorised for issue and, upon registration of the New Shares with the Trade Register and when paid for by, and issued and ...
SHARES AND SHARE CAPITAL. 4.1 Subject to Article 5.6, the Company may issue the following shares in the capital of the Company with rights attaching to them and denominated, in each case, as follows:
(a) Ordinary Shares, each of which shall be denominated in US Dollars. Each Ordinary Share shall be issued with one vote attaching to it for voting purposes in respect of all matters on which Voting Shares in the capital of the Company have voting rights and shall form a single class with the other Voting Shares in the capital of the Company for such purposes. The holders of Ordinary Shares shall be entitled to receive notice of, attend and speak at and vote at, general meetings of the Company; and
(b) A Ordinary Shares, each of which shall be denominated in US Dollars. Each A Ordinary Share shall be issued with one vote attaching to it for voting purposes in respect of all matters on which Voting Shares in the capital of the Company have voting rights and shall form a single class with the other Voting Shares in the capital of the Company for such purposes. The holders of A Ordinary Shares shall be entitled to receive notice of, attend and speak at and vote at, general meetings of the Company.
SHARES AND SHARE CAPITAL. The Company’s total initial registered share capital shall be KHR 4,000,000, represented by 1,000 shares, each share having a par value KHR 4,000. This share capital shall be fully subscribed and shall be paid up as required by Cambodian law. The total shares of the Company shall consist of:
(i) 670 Class A Shares, each share having a par value of KHR 4,000; and
(ii) 330 Class B Shares, each share having a par value of KHR 4,000.
SHARES AND SHARE CAPITAL. 1. The Shares are free of the registered pledge or any other encumbrances, limited rights in rem, claims or other rights of Third Parties except as disclosed in Schedule 2.2.1. The Sellers covenant that until the Closing Date at latest, the Shares shall be free of the pledges referred to above or any other encumbrances, limited rights in rem, claims or other rights of third parties.
2. Except as disclosed in Schedule 2.2.1 hereto, there is no agreement or obligation (whether contingent or actual) to create or give any encumbrance, limited right in rem, claim or other restriction in relation to the Shares. Except as disclosed in Schedule 2.2.1 no person claims to be entitled to any encumbrance, limited right in rem, claim or other rights in relation to the Shares. The Sellers have validly acquired the Shares, and there are no grounds for challenge of such acquisition by any Third Party (including without limitation, its creditors, other shareholders of the Company, whether past or present, or the Company).
3. The Shares are designated for sale and as such represent turnover assets (aktywa obrotowe), as property evidenced in the books of each Seller, and do not represent fixed assets of the Sellers (aktywa trwa³e) within the meaning of the pertinent accountancy laws applicable in Poland. The Shares were entered into the books of each respective Seller as turnover assets; HSW S.A. has made such entry on December 31, 2004 and HSW Fundusz Kapitalowy on December 31, 2003.
4. The Company’s share capital is PLN 38,198,400 (say: thirty eight million one hundred ninety eight thousand four hundred zlotys) and is divided into 51 unequal shares.
5. The share capital of the Company has been fully covered in accordance with the applicable provisions of Polish law. There is no agreement or arrangement to which the Company and/or the Sellers are parties to change the share capital of the Company. In particular, there are no shareholder resolutions increasing the share capital of the Company which have been adopted, but not yet registered. The Company has no issued any bonds or other securities, the holders of which have the right to vote (or which are convertible or exchangeable into rights having the right to vote) at the shareholders voting on any matter.
SHARES AND SHARE CAPITAL. 1.1 No person has claimed any right to call for the creation, allotment, issue, sale, transfer, redemption or repayment of any share or loan capital in any Group Company.
1.2 Since the Locked Box Date, no Group Company has:
(a) repaid or redeemed or agreed to repay or redeem any shares of any class of its share capital or otherwise reduced or agreed to reduce any class of its issued share capital or purchased any of its own shares or carried out any transaction having the effect of a reduction of capital; or
(b) made, or resolved or agreed to make, any issue of shares or other securities by way of capitalisation of profits or reserves.
SHARES AND SHARE CAPITAL. 1.1 Transactions at an undervalue None of the shares in Geesink sp.zo.o was, or represents assets which were, the subject of a transfer at an undervalue (within the meaning of the Polish Act of 15 September 2000 on the Code of Commercial Partnerships and Companies, the Regulation by the President of the Republic of Poland of 24 October 1934 on the bankruptcy law, and the Regulation of the President of the Republic of Poland of 24 October 1934 on the Arrangement Proceedings Law (as amended, as well as any relevant decrees, ordinances and regulations)) or any other transaction capable of being set aside or varied under any insolvency laws within the past five years.
SHARES AND SHARE CAPITAL. 2.1 Shares comprise all allotted and issued share capital
2.2 [Not used]
2.3 [Not used]
2.4 No options or conversion rights
SHARES AND SHARE CAPITAL. 2.1 Shares comprise all allotted and issued share capital The Shares (or, in the case of the Subsidiaries, the shares shown in Part 2 of Schedule 1) comprise the whole of the allotted and issued share capital of the Company and all of them have been properly allotted and issued and are fully paid up.
2.2 No options or conversion rights No person has the right to call for the issue of any share or loan capital of the Company under any option or other agreement or under any conversion rights and there is not now, and there is no agreement, arrangement or obligation (actual or contingent) to create, any Encumbrance over any shares in the Company (whether or not issued). The Company has not received written notice that any person is alleged to be entitled to any Encumbrance in relation to any of the shares in the Company (whether or not issued).
2.3 No repayment or redemption of share capital The Company has not since the Balance Sheet Date repaid or redeemed or agreed to repay or to redeem any shares of any class of its share capital or otherwise reduced or agreed to reduce its issued share capital or any class thereof or capitalised or agreed to capitalise in the form of shares or debentures or other securities or in paying up any amounts unpaid on any shares debentures or other securities any profits or reserves of any class or description or passed or agreed to pass any resolution to do so and the Company has not received written notice that any person has or is entitled to claim any right (actual or contingent) to call for repayment or redemption of any share capital or loan capital of the Company.
