Agreement Of Sale And Purchase Of A Participatory Interest In The Charter Capital

In some cases, when a shareholder disagrees with the decisions taken at a general meeting, he or she may ask the company to acquire its shares. This applies if: `Subject to the participants` right of pre-emption` Can it be subject to the company`s right of pre-emption under the Charter May be limited by the Charter- May be subject to the agreement of the participants/social subjects, unless a participant may be exempt from the obligation to pay his contributions to the charter capital. Im Falle einer Charterkapitalerh-hung kunnnen Beitr-ge zum Charterkapital durch Aufrechnen mit alle bestehenden monet-ren Schulden, die das Unternehmen dem Teilnehmer schuldet, aufglichen werden, sofern alle Beteiligten zustimmen. Allow the company`s general manager to implement, on behalf of the company, all measures necessary to implement the sales and sale contract and the loan agreement, including: a participant may withdraw from the company if (i) is authorized by the company`s statutes or (ii) the transfer of participatory interests to a third party or other participant is prohibited and/or blocked by other participants o Kadina Limited; That is, according to the laws of the British Virgin Islands, accepts the terms in a separate share purchase agreement between and between Kadina Limited, organized and existing under the laws of the British Virgin Islands, and Omirico Limited, and existing according to the laws of the Republic of Cyprus , 100% of the outstanding Novoport Holding Ltd, organized and existing according to the laws of the British Virgin Islands which holds 50.1% of the company to sell to Omirico Limited, organized and existing according to the laws of the Republic of Cyprus. Contributions to an LLC`s chartered capital may be made in cash or in kind (for example.B. securities, real estate or other tangible or intangible rights or assets of monetary value). Each in-kind contribution must be evaluated by an independent expert. The seller provides certain assurances and guarantees regarding the assets, operations, legal status and legal strength of LLC Primorsk Trade Port and its rights to the 100% interest in the chartered capital of LLC Primorsk Trade Port, as well as on the seller`s own legal capacity and other matters mentioned in the sales contract; A participant may delegate his interest in participation to third parties, subject to a legal right of pre-emption in favour of the other participants and, if the Charter provides, in favour of the society itself. In order to conduct an independent assessment of TPP`s market value in accordance with the requirements of Section 77 of the Russian Corporations Act (the “JSC”), NCSP retained an independent expert, the CJSC Professional Appraisal Center. The purchase price of the Primorsk acquisition, proposed to the NCSPs Board of Directors, was set by the independent expert at $2.153 billion, with the TPP`s net debt not exceeding RUR10.94 billion (approximately $350.7 million over the exchange rate of $350.7 million set by the Central Bank of Russia at the time of the audit on June 30, 2010). All LCs must have a directory. This register defines the names of participants and the number of interests each participant has in the company.