Subscription Certificates Clause Samples
The Subscription Certificates clause defines the process and requirements for issuing certificates to subscribers as evidence of their subscription to shares or interests in a company or fund. Typically, this clause outlines the form, timing, and conditions under which these certificates are provided, such as after payment is received or upon completion of certain administrative steps. Its core function is to provide subscribers with formal documentation of their ownership or participation, ensuring clarity and legal recognition of their rights.
Subscription Certificates. Each Subscription Certificate shall evidence the Subscription Rights of the Holder therein named to purchase Common Stock upon the terms and conditions set forth in the Subscription Documents.
Subscription Certificates. (a) For the purpose of registering the execution of the Capital Increase in the Commercial Register, the Joint Bookrunners shall each deliver to the Company on behalf of the Underwriters a subscription certificate (each a “Subscription Certificate”) (Zeichnungsschein) on June 23, 2014, 8:00 a.m. CEST, duly signed in duplicate form pursuant to Section 185 of the German Stock Corporation Act (AktG), and each representing up to 50,000,000 New Shares (total up to 300,000,000 shares), such Subscription Certificates, in accordance with their terms, to expire on June 25, 2014, 12:00 a.m. (midnight) CEST. In subscribing to the New Shares, each of the Joint Bookrunners will subscribe to New Shares equalling its respective Commitment in its own name and as to the remainder of the New Shares to be subscribed pursuant to the preceding sentence in its own name but for the account of the other Underwriters. Each Joint Bookrunner shall effect payment of the Issue Price of the New Shares subscribed for by it on behalf of the Underwriters prior to June 23, 2014, 8:00 a.m. CEST, to a special account of the Company at UBS Limited (the “Accountholding Bank”) such account entitled “Sonderkonto Kapitalerhöhung” (the “Capital Increase Account”), being non-interest bearing and free of charges. Upon payment of the amount referred to above, the Accountholding Bank shall on June 23, 2014, 8:00 a.m. CEST, on behalf of the Underwriters, cause delivery to the Company of a certificate, confirming such credit pursuant to Sections 203(1), 188(2), 36(2), 36a(1) and 37(1) AktG.
(b) Promptly upon receipt of the Subscription Certificates and the payment confirmation pursuant to subsection 2(a) of this Article 2, the Company shall effect the registration of the execution of the Capital Increase in the Commercial Register.
(c) Without undue delay upon the registration of the Capital Increase with the Commercial Register, but at the latest by June 24, 2014, 3:00 p.m. CEST, the Company shall, per telefax in advance, furnish the Joint Bookrunners on behalf of the Underwriters with a certified copy of the registration notice of the Commercial Register and a certified excerpt from the Commercial Register evidencing the Capital Increase.
(d) If the registration of the execution of the Capital Increase with the Commercial Register has not been effected by June 25, 2014, 12:00 a.m. (midnight) CEST, the Subscription Certificates for the New Shares shall expire and the Accountholding Bank may cancel on b...
Subscription Certificates. Each La/Cal ▇▇ ▇▇▇ty shall have executed and delivered to Acquisition II a Subscription Certificate in the form attached hereto as Exhibit E.
Subscription Certificates. (a) The Agent shall, from a list of the Company's Stockholders on the Record Date (which list shall be prepared by the Agent in its capacity as Transfer Agent and Registrar for the Common Stock), prepare and record Subscription Certificates in the names of the Stockholders of the Company as of the Record Date, setting forth the number of Rights to subscribe to Common Stock calculated on the basis of one Right to subscribe for and purchase one share of Common Stock for each 8.84042 shares of Common Stock held by each Stockholder on the Record Date, provided, however, that the number of Rights 3 distributed to each Stockholder will be rounded down to the nearest whole number and no fractional Rights or cash in lieu thereof will be issued. All questions as to the validity and eligibility of any rounding of fractional rights shall be determined by the Company in its sole discretion, and its determination shall be final and binding. Each Subscription Certificate shall be dated as of the Record Date.
(b) Reference is made to the Final Prospectus for a complete description of the Rights.
(c) The Subscription Certificates shall be executed on behalf of the Company by its Chairman or President and by its Secretary or Assistant Secretary by facsimile signature. Upon written notice from the Company executed by its Chairman, President, any Vice President, Secretary or Assistant Secretary as to the effective date of the Registration Statement, the Agent shall as promptly as practicable deliver the Subscription Certificates, together with a copy of the Prospectus, Instructions for Completing Subscription Certificates and all other ancillary documents relating to the Rights Offering, to all Stockholders as of the Record Date. The form of Subscription Certificate and Instructions for Completing Subscription Certificates are attached hereto as Exhibits A and B, respectively. If an officer whose signature has been placed upon a Subscription Certificate shall cease to hold such office at any time thereafter, such event shall have no effect on the validity of such Subscription Certificate.
(d) The Agent shall keep or cause to be kept, at its principal offices in New York, New York, books for registration of the Rights hereunder. Such books shall show the names and addresses of the respective holders of the Rights and the number of Rights evidenced by each outstanding Subscription Certificate.