Share capital structure Sample Clauses

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Share capital structure. The structure of the company's capital equity contained in the articles of association and the amendments to the articles of association registered with the Registrar of Companies is completely consistent with the records of the articles of association and the amendments to the articles of association provided by the company to investors, and it is true, complete and accurate to reflect the company's share capital structure, and there is no false capital contribution. The Company has never promised or actually issued any interest, shares, bonds, stock options, options or interests of the same or similar nature to any person in any form and in any way other than the above shareholders' interests. There is no nominee or similar arrangement in the company's shares, nor are there any security interests such as pledges, mortgages or any kind of encumbrances, or any other third party rights.
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Share capital structure. A true, complete and accurate disclosure of the share capital structure of the Target Company has been made in the Disclosure Letter. The Target Company has never, in any form, promised or issued to any person any interest, equity, bonds, warrants, options or interests of the same or similar nature other than the shareholders' interests embodied in the aforesaid share capital structure. Save as disclosed in the Disclosure Letter, there is no escrow, trust or similar arrangement, nor security interest such as pledge, mortgages, or encumbrance of rights of any kind or any other third-party rights (including but not limited to, in respect of the shareholding of any person, any options or conversion rights or preferential rights of any nature whatsoever) over the equity interests in the Target Company held by the Transferors, except for the restrictions or encumbrances agreed to under the respective transaction documents or the articles of association.
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Share capital structure. 4.1. The authorized share capital of the Company shall be NIS 10,000,000 (ten millions) divided into 10,000,000 (ten millions) Ordinary Shares of the Company of par value NIS 1.00 (one) each. 4.2. Immediately following the signature of this Agreement and the incorporation of the Company, the issued and outstanding share capital of the Company shall comprise of 1,000 (one thousand) Ordinary Shares divided as follows: 4.2.1. 600 (six hundred) Ordinary Shares constituting 60% (sixty percent) of the Company's issued and outstanding share capital, shall be Held by the Controlling Shareholder; and; 4.2.2. 400 (four hundred) Ordinary Shares constituting 40% (forty percent) of the Company's issued and outstanding share capital, shall be Held by IEC. 4.3. Other than as described in Section 4.2 hereof, immediately following the signature of this Agreement there will be no issued and outstanding Shares, options, warrants convertible debts or other securities convertible into, or exercisable, for new shares of the Company. 4.4. If the Controlling Shareholder is comprised of more than one Person ("Consortium Group"), then, in order to ensure that IEC shall not be deemed in Control of the Company, unless and until the Government Resolutions to that effect are amended and expressly permit such Control by IEC, all rights attached to each and every one of the Controlling Shares shall be exercised as one block and in a single and identical manner. In order to ensure the full compliance with and adherence to the aforesaid, the following provisions shall apply: 4.4.1. All Persons comprising the Consortium Group shall enter into and sign a trust agreement (the "Trust Agreement") with a trustee who shall be one of the Persons comprising the Consortium Group (the "Trustee"), according to which: (a) all of the Controlling Shares will be Held by the Trustee and registered in the name of Trustee as the Holder thereof in trust for the benefit of any and all of the Persons comprising the Consortium Group, including the Trustee, (each of which, as the ultimate beneficial owner of its respective portion of the Controlling Shares); and (b) all rights and in particular, all voting rights attached to each and all of the Controlling Shares will be exercised by the Trustee only, on behalf of all of the Persons comprising the Consortium Group, as one block and in a single and identical manner; and (c) In no event, no Person comprising the Consortium Group shall be entitled to exercise any ri...
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Share capital structure. Pursuant to the Shareholders’ Agreement, TCMA, APMSA and TCIM (collectively referred to as “Parties” or “Shareholders”) have agreed to subscribe for a total of 999,998 new ordinary shares in TC Sunergy (“Subscription Shares”) for cash at a subscription price of RM1.00 per share (“Subscription Consideration”) as the initial share capital of TC Sunergy in accordance with the agreed subscription proportion as set out in the Shareholders’ Agreement, details of which are as follows, together with all rights and benefits attached thereto and all distributions, rights, and other entitlements declared, paid or made in respect thereof as from the date of issuance of the Subscription Shares: TCMA 509,998 51% 509,998.00 APMSA 400,000 40% 400,000.00 TCIM 90,000 9% 90,000.00 TC Sunergy is projected to have an issued share capital of RM24,000,000.00 eventually with additional capital injection from the Parties in accordance with the agreed proportion as set out in the Shareholders’ Agreement from time to time. Following the issuance of the Subscription Shares, the shareholding of TC Sunergy shall be as follows: TCMA 100% 2 2.00 TCMA 51% 510,000 510,000.00 APMSA 40% 400,000 400,000.00 TCIM 9% 90,000 90,000.00 The issued capital of TC Sunergy may be increased at any time and from time to time in such manner as may be prescribed by the Shareholders’ Agreement.
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Share capital structure. As of the Execution Date, the equity structure of the registered capital of the Target Company set forth in the articles of association and amendments to the articles of association registered and filed with the AMR is completely in consistent with that set forth in Schedule 2 attached hereto and the AOA of the Target Company and the amendments to the articles of association provided by the Target Company to the Investor, and has truly, completely and accurately reflected the share capital structure of the Company, without any false capital contribution. As of the closing date of the Series B Financing, the equity structure of the registered capital of the Target Company set forth in the articles of association and amendments to the articles of association registered and filed with the AMR is completely in consistent with that set forth in Schedule 3 attached hereto. As of the Closing Date, except as otherwise stipulated in the Series B Transaction Documents or as otherwise disclosed t the Investor, the Target Company has not promised to issue or actually issued in any way and to any person any equity, shares, convertible bonds, warrants, stock option or interest of the same or similar nature other than the said shareholder’s equity.
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Share capital structure. Spare Fruit has 1,050,000 ordinary shares in issue with a nominal value of £0.01 each. It is expected that up to 450,000 new ordinary shares will be issued at £0.01 par value with a premium of £0.99 per share (ie. new shareholders will therefore pay £1 per share) before the end of the Second Offer. It is therefore intended that the Founder will retain a minimum of 70% ownership in the company once the Second Offer has occurred. The relevant resolutions reflecting the company’s current share capital will be formalised and filed with the Registrar of Companies in due course.
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Share capital structure. 4.1. The authorized share capital of the Company shall be NIS 10,000,000 (ten millions) divided into 10,000,000 (ten millions) Ordinary Shares of the Company of par value NIS 1.00 (one) each. 4.2. Immediately following the signature of this Agreement and the incorporation of the Company, the issued and outstanding share capital of the Company shall comprise of 1,000 (one thousand) Ordinary Shares divided as follows: 4.2.1. 510600 (five hundred and tensix hundred)35 Ordinary Shares constituting 5160% (fifty onesixty36 percent) of the Company's issued and outstanding share capital, shall be Held by the Controlling Shareholder; and; 4.2.2. 49040037 (four hundred and ninety38) Ordinary Shares constituting 494039% (forty nine40 percent) of the Company's issued and outstanding share capital, shall be Held by IEC. 4.3. Other than as described in Section 4.2 hereof, immediately following the signature of this Agreement there will be no issued and outstanding Shares, options, warrants convertible debts or other securities convertible into, or exercisable, for new shares of the Company. 4.4. If the Controlling Shareholder is comprised of more than one Person ("Consortium Group"), then, in order to ensure that IEC shall not be deemed in Control of the Company, unless and until the Government Resolutions to that effect are amended and expressly permit such Control 34 Notice No. 18, 7.5.2012, Ver 1.02 35 Notice No. 18, 7.5.2012, Ver 1.02 36 Notice No. 18, 7.5.2012, Ver 1.02 37 Notice No. 18, 7.5.2012, Ver 1.02 38 Notice No. 18, 7.5.2012, Ver 1.02 39 Notice No. 18, 7.5.2012, Ver 1.02 40 Notice No. 18, 7.5.2012, Ver 1.02 by IEC, all rights attached to each and every one of the Controlling Shares shall be exercised as one block and in a single and identical manner. In order to ensure the full compliance with and adherence to the aforesaid, the following provisions shall apply: 4.4.1. All Persons comprising the Consortium Group shall enter into and sign a trust agreement (the "Trust Agreement") with a trustee who shall be one of the Persons comprising the Consortium Group (the "Trustee"), according to which: (a) all of the Controlling Shares will be Held by the Trustee and registered in the name of Trustee as the Holder thereof in trust for the benefit of any and all of the Persons comprising the Consortium Group, including the Trustee, (each of which, as the ultimate beneficial owner of its respective portion of the Controlling Shares); and (b) all rights and in particula...
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Share capital structure. 3.1 Immediately following the issue of the Loan Notes and the Ordinary Shares, the entire issued share capital of the Company will comprise: Total number of ordinary shares on issue: 31,000,000 Total number of options to acquire ordinary shares on issue: 0 Total number of warrants to acquire ordinary shares on issue: 0 3.2 Set out below is all securities which it is currently intended or contemplated to be issued by the Company within the period of 12 months following the date of this Agreement:
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Related to Share capital structure

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 4.8, the number of outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a sub-division of the Ordinary Shares, or other similar event, then, on the effective date of such capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares. A rights offering made to all or substantially all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) and (ii) one (1) minus the quotient of (a) the price per Ordinary Share paid in such rights offering divided by (b) the Historical Fair Market Value. For purposes of this Section 4.1, (i) if the rights offering is for securities convertible into or exercisable for the Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.