Capital Increase and Initial Subscription Clause Samples

The Capital Increase and Initial Subscription clause outlines the process by which a company raises additional capital by issuing new shares and specifies the terms under which investors or existing shareholders can subscribe to these shares. Typically, this clause details the amount of capital to be raised, the price per share, the timeline for subscription, and the allocation of shares among participants. Its core function is to ensure a clear and orderly procedure for increasing the company's capital base, thereby providing transparency and protecting the interests of both the company and its investors during the fundraising process.
Capital Increase and Initial Subscription. (i) The Company confirms that: (1) pursuant to its articles of association, the board of directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 Ordinary Shares with a nominal value of CHF 0.01 each out of the Company’s capital band, such capital band having been introduced into the Company’s articles of association by resolution of the shareholders meeting of March 2, 2023; (2) on May 15, 2023, the Board has resolved on an increase in the share capital of the Company (Grundsatzbeschluss) from CHF 365,273.68 by a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 new Ordinary Shares from the capital band for the purpose of the offering whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded, thereby delegating any additional related resolution to a Transaction Committee of the Board and (3) not later than the day prior to Closing Time, the Transaction Committee shall have resolved on the final number of Initial Securities be issued pursuant to this Agreement (“Firm Capital Increase”). (ii) BofA, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to subscribe (through BofA) for all the Initial Securities at the issue price (Ausgabebetrag) of CHF 0.01 per Initial Security corresponding to the nominal value for each Initial Security, which shall be paid to a capital increase bank account (to be specified by the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, and to deliver the corresponding subscription form (Zeichnungsschein) to the Company in the form of Exhibit B hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the nominal value of the Initial Securities and any higher payment made to the capital increase bank account (to be specified by the Company) from any payment due to the Company at the Closing Time. (iii) Upon receipt of the documents and payments referred to in Section 2(d)(ii) and before 3:00 a.m. (New York City time) on the date of the Closing Time, or such other time and date as agreed between the Company and BofA, the Board will: (...
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Capital Increase and Initial Subscription. (a) Shareholder’s Resolution on Capital Increase. The Company confirms that: (i) pursuant to the articles of association, the Board may effect an increase of the Company’s share capital in a maximum amount of CHF 426,950.00 by issuing up to 21,347,500 Securities out of the Company’s authorized share capital, such authorization having been granted by resolution of the shareholders meeting of October 21, 2015; and (ii) all statutory pre-emptive rights to which the existing shareholders of the Company are entitled under Swiss law with respect to the capital increase described in Section 4(a)(i) have been validly set aside or waived.
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Capital Increase and Initial Subscription. (a) ▇▇▇▇▇▇▇ Sachs & Co. LLC, acting in its own name but for the accounts of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to: (i) subscribe, by no later than 5:00 a.m. New York City time on the day the Board shall pass a capital increase resolution (Erhöhungsbeschluss) (the “Underwritten Capital Increase Date,” which is the second Business Day immediately preceding the First Closing Date), or such other time and date as agreed between the Issuer and the Representatives, for all of the (A) Underwritten Securities and (B) Issuer Option Securities for which the Underwriters have exercised their option to purchase pursuant to Section 2(c) in a manner such that the delivery of such Issuer Option Securities shall be made at the First Closing Date (the “First Applicable Issuer Option Securities”) at the issue price (Ausgabebetrag) of CHF 0.03 per Security corresponding to the nominal value of each Security and to deliver the corresponding subscription form (Zeichnungsschein) to ▇▇▇▇▇▇▇ ▇▇, Aeschenvorstadt 4, 4010 Basel, Switzerland, in the form of Exhibit A1 in original form (wet ink signed) by no later than 5:00 a.m. New York City time on the Underwritten Capital Increase Date; and (ii) deposit or cause to be deposited, not later than 4:00 a.m. New York City time on the Underwritten Capital Increase Date, or such other time and date as agreed between the Issuer and the Representatives, same-day funds in Swiss francs free of bank charges for value in an amount corresponding to the aggregate nominal value of the Underwritten Securities and First Applicable Issuer Option Securities (the “Underwritten Capital Increase Amount”) with UBS AG, Basel, Switzerland (the “Capital Increase Bank”), in a blocked account for such capital increase (Kapitaleinzahlungskonto), IBAN: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, made out to the Issuer’s name (the “Underwritten Capital Increase Account”), and to cause the Capital Increase Bank to issue and deliver a written confirmation of payment in original form of the Underwritten Capital Increase Amount to ▇▇▇▇▇▇▇ ▇▇, Aeschenvorstadt 4, 4010 Basel, Switzerland no later than 5:00 a.m. New York City time on the Underwritten Capital Increase Date (or such other time and date as agreed between the Issuer and the Representatives). (b) Upon completion of the items referred to in Section 3(a) and, with respect to the actions pursuant to Section 3(b)(i)-(iii), in no event later than 1:00 p.m....
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Capital Increase and Initial Subscription. (a) The Company confirms that: (i) Pursuant to its articles of association, the Board of Directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 2,560,000.00 by issuing up to 32,000,000 Common Shares, with a nominal value of CHF 0.08 each, out of the Company’s authorized share capital, such authorization having been granted by resolution of the shareholders meeting of April 24, 2020; and (ii) Before 3:00 a.m. (New York City time) on the Closing Date, the Board will resolve on an increase in the share capital of the Company (Durchführungsbeschluss) from CHF [•] by an amount of CHF [•] by issuing [•] new Common Shares, at an issue price of CHF 0.08 per Common Shares, to be fully paid up in cash, from the authorized share capital for the purpose of the offering (the “Firm Capital Increase”), whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to: (i) cause [•] to deposit, same-day funds for value, no later than at 4:00 a.m. (New York City time) on the business day prior to the Closing Date or such other time and date as agreed between the Company and the Representatives, an amount corresponding to CHF 0.08 multiplied by the number of Firm Shares (rounded up, if necessary, to the next multiple of CHF 0.05) (the “Aggregate Firm Capital Increase Amount”) with Credit Suisse (Suisse) SA, a Swiss banking institution (the “Capital Increase Bank”), in a blocked account for such capital increase (Kapitaleinzahlungskonto) with the IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ , made out to the Company’s name (the “Firm Capital Increase Account”), allowing the Capital Increase Bank to issue and deliver a written confirmation of payment of the Aggregate Firm Capital Increase Amount (Kapitaleinzahlungsbestätigung) to the Company no later than at 6:00 a.m. (New York City time) on the business day prior to the Closing Date or such other time and date as agreed between the Company and the Representatives; and (ii) subscribe (through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC) for all the Firm Shares at the issue price (Ausgabebetrag) of CHF 0.08 per Firm Share corresponding to the nominal value for each Firm Share and to deliver the corresponding subscription form (Zeichnungsschein) in the form o...
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Capital Increase and Initial Subscription. (a) The Company confirms that its board of directors (the “Board”) has, on or prior to the date hereof, taken appropriate resolutions to: (i) increase the Company’s share capital (Erhöhungsbeschluss) by issuing the Initial Securities out of the Company's authorized share capital (the “Initial Capital Increase”); (ii) authorize the execution, delivery and performance of this Agreement and the transactions contemplated herein; (iii) authorize certain members of the Board and the executive committee and/or other persons (each, an “Authorized Signatory”), acting jointly by two, to execute this Agreement and any amendments and supplements thereto. (b) The Company undertakes to cause ▇▇▇▇▇▇▇ Kantonalbank (the “Settlement Agent”) to (i) subscribe for all the Initial Securities at the issue price (Ausgabebetrag) of CHF 0.05 per Initial Security corresponding to the nominal value for each Initial Security, and to deliver the corresponding executed subscription form (Zeichnungsschein) to the Company in the form of Exhibit B hereto in original form (wet-ink signed) by no later than 6:00 a.m. (New York City time) one business day prior to the Closing Time or such other time and date as agreed between the Company and the Representatives, (ii) deposit or cause to be deposited, not later than 6:00 a.m. (New York City time) one business day prior to the Closing Time, or such other date and time as agreed between the Company and the Representatives, same-day funds for value in the amount of CHF 285,750 (the “Firm Capital Increase Amount”) with Credit Suisse (Schweiz) AG (the “Capital Increase Bank”), in a blocked account for such capital increase (Kapitaleinzahlungskonto), made out to the Company’s name, and cause the Capital Increase Bank to issue and deliver to the Company a written confirmation of payment (Kapitaleinzahlungsbestätigung) of the Firm Capital Increase Amount no later than 10:00 a.m. (New York City time) one business day prior to the Closing Time or such other date and time as agreed between the Company and the Representatives; and (iii) take all steps necessary to ensure that at the Closing Time the Initial Securities will be duly onward delivered by the Settlement Agent through the Company’s transfer agent to an account of SVB Securities, acting on behalf of the several Underwriters, at the Depository Trust Company (the “DTC”). (c) Upon receipt of the documents referred to in Section 3(b) and before 3:00 a.m. (New York City time) on the Closing Time, or s...
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Capital Increase and Initial Subscription 
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Related to Capital Increase and Initial Subscription

  • Increase in Underwriters’ Commitments Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Shares to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the number of Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total number of Firm Shares, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number of Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

  • Termination, Reduction and Increase of Commitments (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.

  • Commitment Increase The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretion.

  • Increase of Commitments; Additional Lenders (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Restatement Effective Date, the Borrowers may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Revolving Commitments (an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility. (b) The Borrowers may designate a bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. (c) In the case of each Incremental Revolving Commitment: (i) such Incremental Revolving Commitment shall have the same terms as the existing Revolving Commitments (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and (ii) the outstanding Revolving Loans and the Pro Rata Share of L/C Obligations will be reallocated by the Administrative Agent on the applicable increase effective date among the Revolving Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the Revolving Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation and the Borrowers shall pay any and all costs required pursuant to Section 2.18 in connection with such reallocation as if such reallocation were a repayment). (d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of: (i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, (ii) evidence of appropriate corporate authorization on the part of the Borrowers with respect to the Incremental Facility, and (iii) a certificate of a Responsible Officer of the Borrowers to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 8.4 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance). (e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate Revolving Commitment Amount shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments. (f) Each supplement or joinder agreement referred to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrary.

  • Increase of Commitment Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of such Lender;