The Capital Increase Clause Samples
The Capital Increase clause defines the process and conditions under which a company may raise additional capital by issuing new shares or other equity instruments. Typically, this clause outlines the procedures for board and shareholder approval, the rights of existing shareholders to participate in the new issuance (such as pre-emptive rights), and the pricing or valuation methods to be used. Its core practical function is to provide a clear framework for expanding the company's capital base while protecting the interests of current shareholders and ensuring transparency in the fundraising process.
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The Capital Increase. 1.2.1. The Series E Preferred Shares will be issued at a subscription price of EUR 2.024 per Series E Preferred Share (the “E Shares Investment Price”), issue premium of EUR 2.014 included, to be fully paid up upon subscription. The E Shares investment Price is based on a pre- money, fully diluted valuation of the Company of EUR 117,506,311 (on the basis of an aggregate outstanding number of shares of 58,056,478 including outstanding (i) E Convertible Bonds, (ii) founders’ warrants (bons de souscription de parts de créateurs d’entreprise), (iii) regular warrants (bons de souscription d’actions) and (iv) employee stock options (options de souscription d’actions), either granted or likely to be granted, and without taking into account the D and E Ratchet Warrants and the convertible bonds held by Natixis. It is specified that a ratchet warrant will be attached to each issued Series E Preferred Share (the “BSA 01-2008” and together with the Series E Preferred Share, the “ABSA E”), the features of such ratchet warrant being described in the draft ratchet warrants issuance agreement (Contrat d’émission des BSA 01-2008) attached under Exhibit 1.1 hereto (the “Ratchet Warrants Issuance Agreement”).
1.2.2. The New Financial Investor irrevocably agrees to subscribe to the number of Series E Preferred Shares set forth below (the “New Financial Investor’s Subscribed Shares”) to be issued by the Company at the following price, subject to prior satisfaction of the conditions set forth in Section 3.1 below, as follows: SERENA 2,470,356 EUR 5,000,000.55
1.2.3. The Existing Financial Investors, severally and not jointly (conjointement et non solidairement), irrevocably agree to subscribe to a total number of 988,142 Series E Preferred Shares as set forth below opposite their respective name (the “Existing Financial Investors’ Subscribed Shares” and together with the New Financial Investor’s Subscribed Shares, the “E Investors’ Subscribed Shares”) to be issued by the Company and pay up their price, i.e. a total price of EUR 1,999,999.43, subject to prior satisfaction of the conditions set forth in Section 3.1 below, at the following price and in the following proportions: FCPI Soge Innovation 7 133,296 EUR 269,791.11 FCPI Soge Innovation Evolution 3 22,467 EUR 45,473.21 FCPI GEN-I 10,998 EUR 22,259.96 FCPI GEN-I 2 9,127 EUR 18,473.05 CDC 812,254 EUR 1,644,002.10
1.2.4. The Capital Increase shall be fully subscribed by on the Closing Date (as such term is defined below) and...
The Capital Increase. (1) Payment of contribution for capital increase Within ten (10) business days after the Closing Date, ▇▇▇▇▇▇▇▇▇ Capital or its designated related party shall pay the balance of RMB 1.6 billion (the “Contribution for Capital Increase”) to the account (New Ruipeng Group shall, at least five (5) business days in advance, inform in writing ▇▇▇▇▇▇▇▇▇ Capital or its related party of such account information) designated by New Ruipeng Group according to the Valuation of the Shareholders’ Underlying Assets less the Working Capital for Transitional Period and the Paid Contribution for Capital Increase of Ceerhang paid in November 2018. ▇▇▇▇▇▇▇▇▇ Capital and/or its related party shall be entitled to the following proportion of shares to be issued by New Ruipeng Group on a fully diluted basis for the payment of Contribution for Capital Increase: RMB 1.6 billion/ (RMB 1.6 billion + Valuation of the Shareholders’ Underlying Assets).
The Capital Increase. All parties agree that they will subscribe for the newly increased registered capital of ASIMCO at the following agreed price: Capital Newly increased registered Accounted No. Name of the Capital Increase Party increase amount capital being subscribed for for as capital reserve (RMB’0,000) (RMB’0,000) (RMB’0,000) 1 Xianming Partnership 8,600.00 3,771.7579 4,828.2421 2 Xinkezhihe No. 1 5,687.00 2,494.1846 3,192.8154 3 Xinkezhihe No. 2 9,707.00 4,257.2621 5,449.7379 4 Xinkezhihe No. 3 3,309.00 1,451.2496 1,857.7504 5 Xinkezhihe No. 5 7,708.00 3,380.5477 4,327.4523 6 Xinkezhihe No. 6 5,081.00 2,228.4072 2,852.5928 7 Henan Hongsheng Fund 3,000.00 1,315.7295 1,684.2705 8 Yangzhong Xuzhou 3,000.00 1,315.7295 1,684.2705 Construction Fund 9 Qihui Runjin 3,000.00 1,315.7295 1,684.2705 10 Lvrun Investment 3,000.00 1,315.7295 1,684.2705 11 Shanghai Jiarongsheng 2,400.00 1,052.5836 1,347.4164 Total 54,492.00 23,898.9107 30,593.0893 The above Capital Increase Parties contribute a total of RMB544,920,000 (“Capital Contribution”). ZMJ unconditionally and irrevocably waives its pre-emptive rights under any laws or agreements for the capital increase. Upon the Completion of the capital increase, the total registered capital of ASIMCO will increase from RMB1,200 million to RMB1,438,989,107, and the shareholding structure of ASIMCO will be as follows: No. Name of the Shareholder Committed capital contribution Shareholding percentage (RMB’0,000) 1 ZMJ 120,000.0000 83.3919% 2 Xianming Partnership 3,771.7579 2.6211% 3 Xinkezhihe No. 1 2,494.1846 1.7333% 4 Xinkezhihe No. 2 4,257.2621 2.9585% 5 Xinkezhihe No. 3 1,451.2496 1.0085% 6 Xinkezhihe No. 5 3,380.5477 2.3493% 7 Xinkezhihe No. 6 2,228.4072 1.5486% 8 Henan Hongsheng Fund 1,315.7295 0.9143% 9 Yangzhong Xuzhou Construction Fund 1,315.7295 0.9143% 10 Qihui Runjin 1,315.7295 0.9143% 11 Lvrun Investment 1,315.7295 0.9143% 12 Shanghai Jiarongsheng 1,052.5836 0.7315% Total 143,898.9107 100.0000% The parties have agreed that the Capital Increase Parties shall pay the Capital Contribution to the bank account designated in advance by ASIMCO within six (6) working days from the date on which all the conditions precedent to the completion of the capital increase agreement are satisfied or agreed to be waived by ASIMCO in writing. ASIMCO shall provide each of the Capital Increase Parties an updated scan copy of ASIMCO’s Shareholder register (with common seal) and a scan copy of capital contribution certificate (with common seal) under i...
The Capital Increase. The Capital Increase was approved at the meeting of the board of Directors of the Company held on 22 June 2021. The Company entered into the Capital Increase Agreement on 22 June 2021 with Huaneng Group, Xi’an Institute, New Energy Co., Northern Co., Mongolia Eastern Co. and Clean Energy Energy. Major terms of the Capital Increase Agreement are as follows:
1. Capital increase: Huaneng Group will hold 33% of the shareholding interest, combined with the capital already contributed, an additional investment of RMB354,118,500 be contributed, of which RMB104.39 million will be by way of debt-to-equity swap, and RMB249,728,500 will be invested in cash; Xi’an Institute will hold 4.3% of the shareholding interest, combined with the capital already contributed, no additional investment be contributed; New Energy Co. will hold 4.7% of the shareholding interest, combined with the capital already contributed, an additional investment of RMB5,194,900 be contributed; the Company will hold 30% of the shareholding interest and as the consideration for the subscription of the new capital will contribute RMB389,616,900; Northern Co. will hold 14% of the shareholding interest and as the consideration for the subscription of the new capital will contribute RMB181,821,200; and Mongolia Eastern Co. will hold 14% of the shareholding interest and as the consideration for the subscription of the new capital will contribute RMB181,821,200. Of the capital contribution, RMB775 million will be used to increase the registered capital of Clean Energy Institute. The registered capital will be increased to RMB1 billion, which will be allocated to each shareholder according to the proportion of their contribution, the remaining portion will be allocated into the capital reserve.
2. Payment method: Huaneng Group contributed RMB104.39 million in debt-to-equity swap and RMB249,728,500 in cash. The Company, Northern Co., Mongolia Eastern Co. and New Energy Co. will all contribute capital in cash. Huaneng Group, the Company, Northern Co., Mongolia Eastern Co., and New Energy Co. shall pay all contribution into the account designated by Clean Energy Institute by bank remittance within 20 working days from the date of signing the Capital Increase Agreement.
The Capital Increase. All the Existing Shareholders of the Target Company agree that, for the Capital Increase of the Target Company, the Buyer will subscribe for all the newly-increased capital of the Target Company and will pay the corresponding Price for the Increased Capital.
The Capital Increase. For this Capital Increase, the Capital Increased by the Investor is RMB nine million nine hundred and fourteen thousand and thirty-eight (¥9,914,038) and is subscribed by the Investor in full. After Completion of Capital Increase, the registered capital of the Company is changed to RMB three billion two hundred and thirty-two million seven hundred and fourteen and thirty-eight (¥3,232,714,038).
The Capital Increase. 3.1 The Purchaser shall make a capital contribution in USD, which shall provide sufficient capital for Purchaser to own 51% of the outstanding capital of the Company (the "Increase in Capital").
3.2 According to the Property Valuation Report, the total value of the net assets of the Company at December 31, 2007 is five million five hundred and seventy-five thousand six hundred and eighteen point eighteen RMB (RMB 5,575,618.18).
3.3 The Purchaser shall purchase the Increase in Capital for an amount in USD equal to RMB 6,000,000 (the "Purchase Price"). The exchange rate shall be the average of the buying and selling rates for US dollars published by People’s Bank of China on the same business day as the Completion. The amount of RMB 520,000 shall be registered capital of the Company, representing 51% of the registered capital of the Company after the Increase in Capital, and the balance of the purchase price shall be entered as the capital reserve fund.
3.4 After the Increase in Capital, the registered capital of the Company shall rise from RMB 500,000 to RMB 1,020,000 (the exact number shall be determined subject to the contribution verification report and renewed business license).