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Merger: Therme Bad Herrenalb GmbH · Capital: €5,750,000 · Shareholder agreement · Proxy policy · Corporate Purpose Hrb6 Aug 2007 German Trade Register Announcements, Germany (03/08/2007)
Overview
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Stadtwerke Bad Herrenalb GmbH, Bad Herrenalb (
Bahnhofstr. 12, 76332 Bad Herrenalb
). The shareholders' meeting of June 26, 2006 decided to amend the partnership agreement in Section 2 (subject matter of the company), Section 3 (share capital and share contributions), section 6 (composition and representative power of the management) and the complete recast. The share capital is increased by the decision of the shareholders' meeting of the same day to carry out the acquisition of an outsourced part of the assets of the "Stadt Bad Herrenalb own company "Kur- und Badeverwaltung Bad Herrenalb"", Bad Herrenalb by EUR 2,080,000.00 to EUR 3,105,000.00 by way of spin-off. The share capital is increased by a further EUR 2,645,000.00 to EUR 5,750,000.00 by resolution of the Shareholders' Meeting on the same day. 1) Any form of procurement and commercial use of energy and water, as well as energy installations, in particular the supply of energy and water, and the provision of related services, including pipeline construction (supply divisions). 2) The object of the company also includes the operation of public baths and a thermal baths in the urban area (non-supply sector). 3) The company's tasks also include the carrying out of all transactions relating to the object of the undertaking and for its interests, as well as the acquisition, construction and extension of the necessary facilities. 4) The company may, in compliance with Section 102 et seq. GemO to companies which serve or are conducive to the purposes referred to in paragraphs (1) and (2), participate in any form permitted by law or acquire or establish such companies. General representation rules changed, well: If only one managing director is appointed, he represents alone. If several managing directors have been appointed, they represent together. Each managing director is authorised to carry out legal transactions on behalf of the company with himself or as a representative of a third party. The company (acquiring legal entity) merged the GmbH "Therme Bad Herrenalb GmbH", Bad Herrenalb (Amtsgericht Stuttgart HRB 331490) (merger for inclusion) as a result of the merger agreement of June 26, 2006 and the resolutions of the participating legal entities of June 26, 2006. Reference is made to the documents submitted to the court. The "Stadt Bad Herrenalb own company "Kur- und Badeverwaltung Bad Herrenalb"", Bad Herrenalb, has outsourced the company (acquiring legal entity) to the company (acquiring legal entity) by way of spin-off in accordance with the spin-off agreement of June 26, 2006 and the assembly decisions of the participating legal entities from the same day. Reference is made to the documents submitted to the court. It is announced a.s. not registered: On the increased share capital, contributions in kind are paid in part on the basis of the documents filed in court. The creditors of the entities participating in the merger shall, in accordance with § 19 Abs. 3 UmwG, declare in writing their claim on the basis of reason and amount, provided that they cannot claim satisfaction, provided that they are unable to claim satisfaction within six months of the date on which the entry of the merger into the register of the registered entity of which they are creditors is deemed to have been disclosed. However, creditors are only entitled to this right if they demonstrate that the merger jeopardises the fulfilment of their claim. The creditors of the entities participating in the spin-off must be declared in writing, provided that they cannot claim satisfaction in writing within six months of the date on which the registration of the spin-off in the register of the registered entity of which they are creditors is deemed to have been disclosed in § 19 Abs. 3 UmwG writing. However, creditors are only entitled to this right if they demonstrate that the spin-off jeopardises the fulfilment of their claim.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: Stadtwerke Bad Herrenalb GmbH, Bad Herrenalb, Germany.