Without prejudice to Articles. 11.1 through 11.3, the Company may acquire shares in its own capital for cash consideration or for consideration satisfied in the form of assets. In the case of a consideration being satisfied in the form of assets, the value thereof, as determined by the Management Board, must be within the range stipulated by the General Meeting as referred to in Article 11.3. 11.5 The previous provisions of this Article 11 do not apply to shares acquired by the Company under universal title of succession. 11.6 In this Article 11, references to shares include depository receipts for shares. SHARES - REDUCTION OF ISSUED SHARE CAPITAL Article 12 12.1 The General Meeting can resolve to reduce the Company's issued share capital by cancelling shares or by reducing the nominal value of shares by virtue of an amendment to these articles of association. The resolution must designate the shares to which the resolution relates and it must provide for the implementation of the resolution. 12.2 A resolution to cancel shares may only relate to shares held by the Company itself or in respect of which the Company holds the depository receipts. 12.3 A resolution to reduce the Company's issued share capital, shall require a prior or simultaneous approval from each Class Meeting of shares whose rights are prejudiced. 12.4 A resolution of the General Meeting to reduce the Company's issued share capital shall require a majority of at least two thirds of the votes cast if less than half of the issued share capital is represented at the General Meeting. The previous sentence applies mutatis mutandis to a resolution as referred to in Article 12.3.
Without prejudice to Articles. 11.3.1 and 11.3.2 hereof, one Party shall be accountable for another Party for any losses, costs, claims, injuries, liabilities or expenses arising in connection with or from any negligence or lack of care of each of the Parties in performing the obligations hereunder, but only to the extent of the amount of the direct damages or losses actually caused and excluding profit losses or indirect losses.
Without prejudice to Articles. 8.1 and 8.2 above, Xxxxx shall be entitled at any time to disclose the terms of this Agreement to any bona fide potential assignee or transferee of all or part of the Buyer’s interest in the Licence and the JOA, provided such bona fide potential assignee or transferee enters into an undertaking of confidentiality with terms similar to those set out in Article 8.2.
Without prejudice to Articles. 9, 9a and 11(2ba), the legal name ‘liqueur’ may be supplemented by the name of a flavouring or foodstuff that confers the predominant flavour of the spirit drink, provided that the flavour is conferred on the spirit drink by flavouring foodstuffs, flavouring preparations and natural flavouring substances derived from the raw material referred to in the name of the flavouring or of the foodstuff, supplemented by flavouring substances only where necessary to reinforce the flavour of that raw material.
Without prejudice to Articles. 3 and 4, a person who has crossed a border illegally and who has no right to stay on the territory of the Member State concerned shall be apprehended and made subject to procedures respecting Directive 2008/115/EC.
Without prejudice to Articles. 6.1 and 6.2, and in order to check that the Generating Sites supplied are actually capable of providing the Black Start Service, Xxxx shall be entitled to conduct a test selected from among those described below without prior warning or consultation with the Service Provider. This type of unscheduled test may only be conducted by Xxxx if the Generating Site is available (based on the definition of outage set out in Article 3.7), its generation programme is at zero (based on the CIPU nominations sent by the Service Provider) and it is not participating in the supply of other reserves at the time. Xxxx shall be entitled to conduct this type of test at least once for each Generating Site over the term of this Contract. This type of test shall be remunerated in accordance with the rules established in Article 7.6.
