Welchen Vorteil hat die Ausgabe von Anleihen statt von Aktien?.
Zum Zeitpunkt der Unterzeichnung dieses Dokuments beträgt das Grundkapital der Übernehmenden (definiert in Nr. 8 des aber nicht ausgegebenes Kapital zu. Many translated example sentences containing "Gewinn- e Verlustvortrag" – English-German dictionary and search engine for English translations.
Innerhalb jedes Compartments kann die Gesellschaft eine oder mehrere Arten von Instrumenten ausgeben. Diese Instrumente sind den Bestimmungen dieses Abschnitts 4 und den entsprechenden Anlagen oder Konditionen bezüglich solcher Instrumente unterworfen. Sollten zwischen der Satzung und der entsprechenden Anlage oder den entsprechenden Konditionen Widersprüche bestehen, so sind die Vorschriften der entsprechenden Anlage oder der entsprechenden Konditionen ausschlaggebend.
Sacheinlagen sind der Prüfung durch einen unabhängigen Wirtschaftsprüfer hinsichtlich der Bewertung dieser Einlagen unterworfen. Die betreffende Anlage bestimmt den Ausgabepreis jedes Genussrechts. Keine Dividende soll gegenüber dem betreffenden Compartment oder der Gesellschaft Zinsen abwerfen. Wo der Besitz von Genussrechten durch eine Partei von der Gesellschaft als nachteilig für die Gesellschaft erachtet wird, kann die Gesellschaft sich entscheiden, solche Genussrechte zum einschlägigen Wert je Instrument zurückzunehmen.
Jeder Genussrechtsinhaber ist zu einer Anzahl an Stimmen entsprechend der Anzahl seiner Genussrechte in der relevanten Klasse berechtigt. Genussrechtsinhaber können entweder persönlich oder durch Erteilung einer schriftlichen Vollmacht an eine andere Person, die kein Inhaber zu sein braucht, abstimmen. Dieses Register soll alle nach Artikel 39 des Gesetzes von erforderlichen Informationen enthalten. Inhaber von Genussrechten können von der Gesellschaft verlangen, dass Zertifikate, die von zwei Verwaltungsratsmitgliedern unterzeichnet wurden ausgegeben und ausgeliefert werden, die ihren einschlägigen Bestand an Genussrechte aufzeigen.
Die Gesellschaft hat das Recht, die Ausübung der diesem Genussrecht zugewiesenen Rechte zu suspendieren, bis eine Person als der alleinige Eigentümer gegenüber der Gesellschaft bestimmt worden ist.
Jede solche Abänderung, Änderung oder Abschaffung wird in einer bereinigten Anlage, von der den betroffenen Inhabern eine Kopie in Übereinstimmung mit dieser Satzung am Ausgabetag eines solchen Dokuments zur Verfügung gestellt wird, festgehalten und ist für die Inhaber der relevanten Genussrechte bindend. An jeder dieser gesonderten Versammlungen sind alle Bestimmungen dieser Satzung und des Gesetzes von hinsichtlich der Generalversammlungen der Aktionäre oder des dort anzuwendenden Verfahrens entsprechend anzuwenden.
Ungeachtet der Vorschriften dieser Satzung, kann jede Mitteilung, die von der Gesellschaft an einen Genussrechtsinhaber zu machen ist, in jeder im Voraus mit dem Genussrechtsinhaber abgestimmten Weise gemacht werden. Der Verwaltungsrat kann, in Bezug auf jedes Compartment, entscheiden, jede Art von Schuldinstrumenten auszugeben, deren Bestimmungen und Bedingungen in den relevanten Konditionen festgesetzt werden sollen.
Der Wert je Instrument kann entsprechend einer Entscheidung durch den Verwaltungsrat zur nächsten Einheit der jeweiligen Währung auf- oder abgerundet werden. Wenn seit dem Zeitpunkt der Bestimmung des Wertes eine wesentliche Änderung der Kurse an den Märkten auf denen ein wesentlicher Teil der Anlagen, die dem betreffendem Compartment zuzuordnenden Anlagen gehandelt wird oder notiert ist, eingetreten ist, so kann die Gesellschaft zum Schutze der Interessen der Instrument-Inhaber und der Gesellschaft die erste Bewertung annullieren und eine zweite Bewertung vornehmen.
Soweit solche Werte an mehr als einer Börse notiert oder gehandelt werden, ist der relevante Markt derjenige, der den Hauptmarkt darstellt, oder derjenige, den der Verwaltungsrat als denjenigen mit den angemessensten Kriterien für einen Wert der betreffenden Zugeordneten Vermögenswerte bestimmt.
Nicht notierte Zugeordnete Vermögenswerte und Zugeordneten Verbindlichkeiten und notierte Zugeordnete Vermögenswerte und Zugeordnete Verbindlichkeiten, für welche ein Preis nicht verfügbar ist, werden nach ihrem geschätzten Wert bewertet, der von einer vom Verwaltungsrat für diesen Zweck genehmigten, kompetenten Organisation, mit Sorgfalt und in gutem Glauben in Übereinstimmung mit der vorherrschenden Marktpraxis und den anwendbaren Gesetzen und Bestimmungen, veranschlagt wurde.
Das Rechnungsjahr der Gesellschaft beginnt am ersten Januar eines jeden Jahres und endet am Diese Zuordnung ist nicht mehr erforderlich, sobald und solange eine solche Gewinnrücklage zehn Prozent des ausgegebenen Aktienkapitals der Gesellschaft, wie von Zeit zu Zeit erhöht oder vermindert, entspricht oder übersteigt.
Die Generalversammlung der Aktionäre kann, durch Umwandlung der Nettogewinne in Kapital und Agioerlös, Aktiendividenden an Stelle von Bardividenden ausschütten, oder Sachdividenden und Sachausschüttungen erklären, oder den Verwaltungsrat zur diesbezüglichen Zahlung ermächtigen.
Dividenden und andere Ausschüttungen können ebenso von aus vorigen Jahren übertragenen, unverteilten Nettogewinnen ausgezahlt werden. Der Verwaltungsrat kann eine endgültige Bestimmung des anwendbaren Umrechnungskurses für die Überführung von für solche Dividenden oder Ausschüttungen verfügbaren Finanzmitteln in die auszuzahlende Währung vornehmen.
Der Verwaltungsrat soll von Zeit zu Zeit zur Vornahme der notwendigen Handlungen, um eine solche Rückkehr durchzuführen berechtigt sein, und eine solche Handlung im Namen der Gesellschaft zu genehmigen.
Auf von der Gesellschaft erklärte Dividenden oder vorgenommene Ausschüttungen, die sie aber für Rechnung des Aktionärs behalten hat, werden keine Zinsen gezahlt. Die Satzung kann durch eine Generalversammlung der Aktionäre, unter Beachtung der vom Gesetz von vorgesehenen Anwesenheitsquoren und Mehrheitserfordernisse geändert werden.
Sämtliche in der Satzung nicht geregelten Fragen werden durch die Bestimmungen des Gesetzes von und des Verbriefungsgesetzes geregelt. Nach erfolgter Festlegung der Satzung erklärt die Komparentin, dass die Aktien wie folgt gezeichnet wurden:. Alle vorgenannten Aktien wurden voll und ganz eingezahlt, so dass ab sofort der Gesellschaft ein Kapital von Der amtierende Notar erklärt, dass die in Artikel 26 des Gesetzes vom August über die Handelsgesellschaften vorgesehenen Bedingungen erfüllt sind, und bescheinigt dies ausdrücklich.
Der Gesamtbetrag der Kosten, Ausgaben, Vergütungen und Abgaben, unter welcher Form auch immer, welche der Gesellschaft aus Anlass ihrer Gründung entstehen, beläuft sich auf ungefähr 1. Alsdann finden die eingangs erwähnten Komparenten, die das gesamte Aktienkapital vertreten, sich zu einer ausserordentlichen General-versammlung zusammen, zu der sie sich als ordentlich einberufen erklären und haben einstimmig folgende Beschlüsse gefasst:. Und nach Vorlesung und Erklärung alles Vorstehenden an die Komparentin, vertreten wie eingangs erwähnt, dem amtierenden Notar nach Namen, Vornamen, Stand und Wohnort bekannt, hat dieselben gegenwärtige Urkunde mit Uns Notar unterschrieben.
Van Der Meulen L - Luxembourg. Go to Full Profile. Is timely data about corporations critical to your business? Government gazettes are the notice of record for many key events. OpenGazettes has a policy to show gazette notices that don't relate to companies to logged-in users only. Brought to you by. Published on September 9, Welche Komparentin, vertreten wie eingangs erwähnt, den amtierenden Notar ersucht, die Satzung einer zu gründenden Aktiengesellschaft wie folgt zu beurkunden: Por favor, haz clic en una de las siguientes opciones: Has ayudado a mejorar la calidad de nuestro servicio.
Juli betreffend die indirekten Steuern auf die Ansammlung von Kapital in der Fassung der Akte über die Bedingungen des Beitritts der Republik Österreich, der Republik Finnland und des Königreichs Schweden und die Anpassungen der die Europäische Union begründenden Verträge ist dahin auszulegen, dass der in dieser Bestimmung enthaltene Begriff "Einlagen jeder Art" finanzielle Beiträge erfasst, die [ Der Verwaltungsrat ist ermächtigt, jederzeit bis zum [ Ap ri l 20 13 das Aktienkapital gemäss A rt.
Im Falle der Anerkennung Ausgabe ungültig oder nicht im Sinne der Ergebnisse der Platzierung Behörde der Emittentin genehmigt ermächtigt, eine solche Entscheidung zu treffen, oder nicht keine Zulassung im Hinblick auf Veränderungen der [ Ap ri l 1 d as Gesellschaftskapital um ei nen m ax imalen Nennbetrag von nunmehr Unbeschadet der unterschiedlichen Zeitrahmen und Modalitäten, die derzeit in der Gemeinschaft verwendet werden, sollte die Ausübung dieser Rechte zwei grundlegenden Regeln unterliegen, insbesondere sollte die für die Ausübung dieser [ Als Berichterstatterin für die letzte Reform des Sozialfonds hat es mich in der Tat sehr betroffen gemacht zu lesen, was der Rechnungshof jetzt in [ Eine Steuerkapitalgruppe darf nur aus Gesellschaften mit beschränkter Haftung oder Aktiengesellschaften [ Die Frage der Auflösung der Gesellschaft wird der Hauptversammlung auch [ PTA auszugleichen; b ei ne Kapitalerhöhung in H öhe von [ PTA durch den [ El 25 de enero la Junta General ha autorizado a la sociedad de recomprar en el periodo hasta el 24 de enero acciones propias [ All provisions of these Articles relating to general meetings of the Company shall apply equally to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:.
Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of the Directors who are to retire at the meeting and of any persons who are recommended by the Board or a committee thereof for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting.
Provided that the latter requirement shall only apply where notice of the intention to propose the person has been received by the Company in accordance with the provisions of these Articles. Subject to any restrictions imposed on any shares, the notice of the meeting shall be given to all the Holders of any class of shares of the Company as of the record date set by the Directors other than shares which, under the terms of these Articles or the terms of allotment of such shares, are not entitled to receive such notice from the Company, and to the Directors and the Auditors.
The accidental omission to give notice of a meeting to, or, in cases where instruments of proxy are sent out without the notice, the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or instrument of proxy by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.
Where, by any provision contained in the Act, extended notice is required of a resolution, the resolution shall not be effective except where the Directors of the Company have resolved to submit it unless notice of the intention to move it has been given to the Company not less than twenty-eight 28 days or such shorter period as the Act permit before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Act.
Notice of every general meeting shall be given in any manner permitted by these Articles to all Shareholders other than those who, under the provisions of these Articles or the terms of issue of the shares which they hold, are not entitled to receive such notice from the Company and to each Director, to the Auditors and to the Secretary.
No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
Except as provided in relation to an adjourned meeting, two 2 or more Shareholders or, if there is only one 1 Shareholder of the relevant class or series of Shareholders, one 1 Shareholder present in person or by proxy whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting and holding shares representing at least fifty per cent.
Abstention and broker votes not voted by Shareholders present in person or by proxy will be counted as present for purposes of determining whether there is a quorum. If such a quorum is not present within half an hour 30 minutes from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place unless Shareholders are notified of another place , or to such time and place as the Directors may determine.
If at the adjourned meeting such a quorum is not present within half an hour 30 minutes from the time appointed for the meeting, the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, one 1 person entitled to be counted in a quorum present at the meeting shall be a quorum.
The Board may, and at any general meeting or meeting of a class of members, the chairman of such meeting may, make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of the meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place.
The Board and, at any general meeting or meeting of a class of members, the chairman of such meeting, is entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.
No business may be transacted at a meeting of Shareholders, other than business that is either proposed by or at the direction of the Directors; proposed at the direction of the High Court of Ireland; proposed on the requisition in writing of such number of members as is prescribed by, and is made in accordance with, the relevant provisions of the Act and Articles 57 b and 78 hereof and, in respect of an annual general meeting only, these Articles; or the chairman of the meeting determines in his absolute and sole discretion that the business may properly be regarded as within the scope of the meeting.
For business or nominations to be properly brought by a member at any general meeting, it must be brought in accordance with Articles 78, 79 and 80 and the member proposing such business must be a Holder of record at the time of giving of the notice.
All business shall be deemed special that is transacted at an extraordinary general meeting. The chairman of the board of Directors or, in his absence, the deputy chairman if any or, in his absence, some other Director nominated by the Directors, shall preside as chairman at every general meeting of the Company. If at any general meeting none of such persons shall be present within fifteen minutes 15 after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one 1 of their number to be chairman of the meeting and, if there is only one 1 Director present and willing to act, he shall be chairman.
If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of the members personally present to be chairman of the meeting. A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.
The chairman, with the consent of a meeting at which a quorum is present, may and if so directed by the meeting, shall adjourn the meeting to an alternative time or indefinitely and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
Where a meeting is adjourned indefinitely, the time and place for the adjourned meeting shall be fixed by the Directors. Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting. Subject to the Act, a resolution may only be put to a vote at a general meeting of the Company if:. No amendment may be made to a resolution at or before the time when it is put to a vote unless the chairman of the meeting in his absolute discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.
If the chairman of the meeting rules a resolution or an amendment to a resolution inadmissible or out of order, as the case may be, the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his ruling.
Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive, subject to any subsequent order by a court of competent jurisdiction.
Except where a greater majority is required by the Act or these Articles, any question, business or resolution proposed at any general meeting shall be decided by a simple majority of the votes cast. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded.
Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
Subject to the provisions of the Act, a poll may be demanded:. Save as provided in paragraph b of this Article, a poll shall be taken in such manner as the chairman directs and he may appoint scrutineers who need not be members and fix a time and place for declaring the result of the poll.
The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time not being more than thirty 30 days after the poll is demanded and place as the chairman of the meeting may direct.
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded.
A Holder entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses. Votes may be given either personally or by proxy or a duly authorised representative of a corporate member. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member shall have one 1 vote, so, however, that no individual shall have more than one 1 vote, and on a poll every member present in person or by proxy or a duly.
On a poll a member entitled to more than one 1 vote need not use all his votes or cast all the votes he uses in the same way. Where there are joint Holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose seniority shall be determined by the order in which the names of the Holders stand in the Register in respect of the share.
A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction whether in Ireland or elsewhere in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Registered Office or at such other address as is specified in accordance with these Articles for the receipt of appointments of proxy, not less than forty-eight 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
Subject to Section of the Act a resolution in writing signed by all of the members for the time being entitled to attend and vote on such resolution at a general meeting or being bodies corporate by their duly authorised representatives shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in like form each signed by one or more persons, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.
Any such resolution shall be served on the Company. For the purposes of any written resolution under this Article, the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this Article, a reference to such date.
Unless the Directors otherwise determine, no member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of shares in the Company, either in person or by proxy, or to exercise any privilege as a member in respect of any share held by him unless all monies then payable by him in respect of that share have been paid. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at such meeting shall be valid.
Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive. If requested by the Company, the information required under clauses A , B and C of the preceding sentence shall be supplemented by such member and any Member Associated Person not later than ten 10 days after the later of the record date for the meeting or the date notice of the record date is first publicly disclosed to disclose such information as of the record date; and.
The chairman of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was made or proposed in accordance with the procedures set forth in this Article, and if any proposed business is not in compliance with this Article, to declare that such defective proposal shall be disregarded.
The chairman of such meeting shall, if the facts reasonably warrant, refuse to acknowledge that a proposal that is not made in compliance with the procedure specified in this Article, and any such proposal not properly brought before the meeting, be considered. The Company may require any proposed nominee to furnish such other information as it may reasonably require, including the completion of any questionnaires to determine the eligibility of such proposed nominee to serve as a Director of the Company and the impact that such service would have on the ability of the Company to satisfy the requirements of laws, rules, regulations and listing standards applicable to the Company or its Directors.
The chairman of the meeting shall have the power and duty to determine whether a nomination to be brought before the meeting was made or proposed in accordance with the procedures set forth in this Article, and if any proposed nomination is not in compliance with this Article, to declare that such defective nomination shall be disregarded.
The chairman of such meeting shall, if the facts reasonably warrant, refuse to acknowledge a nomination that is not made in compliance with the procedure specified in this Article, and any such nomination not properly brought before the meeting shall not be considered.
Notwithstanding the foregoing provisions of Articles 78 and 79, unless otherwise required by law, if the member or a qualified representative of the member does not appear at the general meeting to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company.
For the purposes of Articles 78 and 79, to be considered a qualified representative of the member, a person must be a duly authorised officer, manager or partner of such member or must be authorised by written notice executed by such member or an electronic transmission delivered by such member to act for such member as proxy at the meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the general meeting of members.
Any references in these Articles to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to member nominations or proposals as to any other business to be considered pursuant to these Articles and compliance with these Articles shall be the exclusive means for a member to make nominations or submit proposals for any other business to be considered at a general meeting other than matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act, or any successor rule.
Every member entitled to attend and vote at a general meeting may appoint a proxy or proxies to attend, speak and vote on his behalf provided that, where a shareholder appoints more than one 1 proxy in relation to a general meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by him.
The appointment of a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be signed by or on behalf of the appointer. The signature on such appointment need not be witnessed. A body corporate may sign a form of proxy under its common seal, under the hand of a duly authorised officer thereof or in such manner as the Directors may approve.
A proxy need not be a member of the Company. The appointment of a proxy in electronic form shall only be effective in such manner as the Directors may approve. An appointment of a proxy relating to more than one meeting including any adjournment thereof having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates.
A standing proxy shall be valid for all meetings and adjournments thereof or resolutions in writing, as the case may be, until notice of revocation is received by the Company. The Directors may from time to time require such evidence as they shall deem necessary as to the due execution and continuing validity of any standing proxy and the operation of any such standing proxy shall be deemed to be suspended until such time as the Directors determine that they have received the requested evidence or other evidence satisfactory to it.
The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy with or without stamped envelopes for their return for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.
The instrument of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the registered office of the Company or at such other place within Ireland as is specified for that purpose in the notice convening the relevant meeting, and shall be so deposited not later than:.
Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of an electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such electronic or internet communication or facility to be made.
The Directors may in addition prescribe the method of determining the time at which any such electronic or internet communication or facility is to be treated as received by the Company. The Directors may treat any such electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder.
Any body corporate which is a member of the Company may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or any class of members of the Company, and any person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.
Where a member appoints more than one representative in relation to a general meeting, each representative must be appointed to exercise rights attached to a different share or shares held by the member. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate.
A proxy shall have the right to exercise all or any of the rights of his appointer, or where more than one proxy is appointed all or any of the rights attached to the shares in respect of which he has appointed to the proxy to attend, to demand or join in demanding a poll and to speak and vote at a general meeting of the Company. Unless his appointment provides otherwise, a proxy may vote or abstain in his discretion on any resolution put to the vote.
The appointment of a proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. The instrument appointing a proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A vote given or poll demanded in accordance with the terms of an appointment of a proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the previous death, insanity or winding up of the principal or revocation of the proxy or of the authority under which the proxy or authority was executed or the transfer of the share in respect of which the proxy or authority is given, if no intimation in writing whether in electronic form or otherwise of such death, insanity, winding up, revocation or transfer as aforesaid is received by the Company at the Registered Office, at least one 1 hour before the commencement of the meeting or adjourned meeting at which the proxy is used or the representative acts provided however that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours or such lesser time as the Directors may specify before the commencement of the meeting.
The number of Directors will not be less than two 2 and will not exceed such number as may from time to time be fixed by the Board. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment.
If there be no Director or Directors able or willing to act then any two 2 Shareholders may summon a general meeting for the purpose of appointing Directors. A Director shall not require a share qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.
Each Director shall be entitled to receive such fees for his services as a Director, if any, as the Board may from time to time determine. The Board may from time to time determine that, subject to the requirements of the Act, all or part of any fees or other remuneration payable to any Director of the Company shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.
Any Director who holds any executive office including for this purpose the office of chairman or deputy chairman or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.
Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company.
Subject to the provisions of the Act, the Memorandum and these Articles and to any directions by the members given by Special Resolution, not being inconsistent with these Articles or with the Act, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Act or by these Articles required to be done or exercised by the Company in general meeting.
No alteration of the Memorandum or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
Without prejudice to the generality of the preceding Article, the Directors may delegate any of their powers to any managing Director or any Director holding any other executive office.
Any such delegation may be made subject to any conditions the Directors may impose, either collaterally with or to the exclusion of their own powers and may be revoked. The Directors, from time to time and at any time by power of attorney may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions not exceeding those vested in or exercisable by the Directors under these Articles and for such period and subject to such conditions as they may think fit.
Any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
Subject to the Act the Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount subject to any limitations by applicable law or Exchange rules.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time by resolution.
Each Director shall retire at the annual general meeting held in the calendar year following the year in which he was appointed or last re-appointed but unless he falls within Article 97 b below he shall be eligible for re-appointment. A Director shall also retire at any general meeting if he has agreed to do so whether in accordance with the terms of his appointment or otherwise and, unless the Directors have agreed otherwise, he shall not be eligible for re-appointment.
Any Director whose term of office is expiring at an annual general meeting will retain office until the close of that meeting. No person shall be appointed a Director, unless nominated in accordance with the provisions of this Article or Article Nominations of persons for appointment as Directors may be made:.
The determination of whether a nomination of a candidate for election as a Director of the Company has been timely and properly brought before such meeting in accordance with this Article will be made by the chairman of such meeting. If the chairman determines that any nomination has not been timely and properly brought before such meeting, he or she will so declare to the meeting and such defective nomination will be disregarded.
Subject to Article , a Director who retires at an annual general meeting may be reappointed, if willing to act. If he is not reappointed or deemed to be reappointed pursuant to these Articles he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.
If a Director stands for re-election, he shall be deemed to have been re-elected, unless at such meeting the Ordinary Resolution for the re-election of such Director has been defeated.
Subject as aforesaid, the Directors may appoint a person to be a Director either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. The office of a Director shall be vacated thereupon if the Director:. The Company, by Ordinary Resolution of which extended notice has been given in accordance with the provisions of the Act, may remove any Director before the expiry of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by Ordinary Resolution appoint another person as Director in his stead.
The person appointed shall be subject to retirement at the same time as if he had become a Director on the date on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of Director.
The Directors may appoint one 1 or more of their body to the office of chairman, President, Vice-President, Managing Director or Joint Managing Director or to any other executive office except that of Auditor under the Company including, where considered appropriate, the office of chairman on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may revoke any such appointment at any time.
A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or partly in one way and partly in another, as the Directors may determine.
The appointment of any Director to the office of chairman, President, Vice-President, Managing Director or Joint Managing Director shall determine automatically if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
The appointment of any Director to any other executive office shall not determine automatically if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claims for damages for breach of any contract of service between him and the Company.
A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any other company in which the Company may be interested other than the office of auditor of the Company or any subsidiary thereof in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. Any person elected or appointed pursuant to this Article shall hold his office or other position for such period and on such terms as the Board may determine and the Board may revoke or vary any such election or appointment at any time by resolution of the Board.
Any such revocation or variation shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation. If any such office or other position becomes vacant for any reason, the vacancy may be filled by the Board. In addition, the Board may appoint any person, whether or not he is a Director, to hold such executive or official position except that of Auditor as the Board may from time to time determine.
The same person may hold more than one office or executive or official position. Except as provided in the Act or these Articles, the powers and duties of any person elected or appointed to any office or executive or official position pursuant to this Article shall be such as are determined from time to time by the Board. Subject to the provisions of the Act, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director or entities in which any such Director has an interest or of which any such director is an officer, director, member, partner or employee, notwithstanding his office:.
Subject to the provisions of the Act, no Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other company.
A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, Auditor or member of the Company at the Registered Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.
The Directors may exercise the voting powers conferred by shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any resolution appointing the Directors or any of them as Directors or officers of such other company or providing for the payment of remuneration or pensions to the Directors or officers of such other company. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor for the Company.
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the Act and these Articles with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present, but the resolution with respect to the contract, transaction or arrangement will fail unless it is approved by a majority of the disinterested Directors voting on the resolution.
Where proposals are under consideration concerning the appointment including fixing or varying the terms of appointment of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
Das einzige Werk und Tat der allgemeinen Freiheit ist daher der Tod, und zwar ein Tod, der keinen innern Umfang und Erfüllung hat, denn was negiert wird, ist der unerfüllte Punkt des absolut freien Selbsts; er ist also der kälteste, platteste Tod, ohne mehr Bedeutung als das Durchhauen eines Kohlhaupts oder ein Schluck Wassers.
Das Wissenschaftler dogmatisch sind ist mir absolut klar.