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Partial control: tbg Technologie-Beteiligungs-GmbH, Technologie Beteiligungsfonds Bayern GmbH & Co. KG · Merger: GENEART GmbH · Name: GENEART AG · Company statute · Corporate Purpose Hrb3 May 2006 German Trade Register Announcements, Germany (25/04/2006)
Overview
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GENEART BIOTECH AG, Regensburg (
Unnamed street ??, 93053 Regensburg, Germany
). The Annual General Meeting of March 28, 2006 decided to create an Authorized Capital (Authorized Capital 2006/I) and to recast the Articles of Association. The changes were also made: paragraph 1 (company), 2 (object of the company) and 5 (height and division of the share capital). The GENEART GmbH with its registered office in Regensburg (Amtsgericht Regensburg HRB 7587) was merged with the company on the basis of the merger agreement of March 28, 2006 and the resolution of the Annual General Meeting of March 28, 2006 and the resolution of the shareholders' meeting of the transferring company of March 28, 2006. There is a partial profit transfer agreement between the company and the Technologie Beteiligungsfonds Bayern GmbH & Co. KG with its registered office in Munich (Amtsgericht München HRA 72680), originally concluded by the GENEART GmbH on 31.08./September 5, 2000, last amended on March 28, 2006. The Annual General Meeting approved by resolution of March 28, 2006. There is a partial profit transfer agreement between the company and the Technologie Beteiligungsfonds Bayern GmbH & Co. KG with its registered office in Munich (Amtsgericht München HRA 72680), originally concluded by the GENEARTGESELLSCHAFT mbH on September 1, 2002/September 12, 2002, amended on March 28, 2006. The Annual General Meeting approved by resolution of March 28, 2006. There is a partial profit transfer agreement between the company and the tbg Technologie-Beteiligungs-GmbH with its registered office in Bonn (Amtsgericht Bonn HRB 4940), originally concluded by the GENEART GmbH on July 26, 2000/August 21, 2000, amended on March 28, 2006. The Annual General Meeting approved by resolution of March 28, 2006. There is a partial profit transfer agreement between the company and the tbg Technologie-Beteiligungs-GmbH with its registered office in Bonn (Amtsgericht Bonn HRB 4940), originally concluded by the GENEART GmbH on September 17, 2002/September 20, 2002, amended on March 28, 2006. The Annual General Meeting approved by resolution of March 28, 2006. By resolution of the Annual General Meeting of March 28, 2006, the Management Board is authorized to issue the share capital by issuing new cash and/or in-interest deposits once or several times by issuing new cash and/or in-interest deposits by issuing new inequity by issuing new inequity. no-par value shares, excluding the subscription rights of shareholders (Authorised Capital 2006/I). New company: GENEART AG. New object: The modification and synthesis of nucleic acids in various quantities and quality levels on behalf of the customer with the necessary advice and conception and the related or adjacent services a.s. well a.s. the development and improvement of the necessary technologies. The company continues to provide molecular biology services and contract developments, in particular in the field of DNA and protein fermentation and combinatorial biology a.s. well a.s. drug and vaccine development. Unregistered: The creditors of the entities participating in the merger shall be required to declare their claim in writing, provided that they cannot claim satisfaction in writing within six months of the date on which the registration of the merger in the register of the registered office of the entity of which they are creditors is deemed to have been disclosed in accordance with § 19 Abs. 3 UmwG. However, they are entitled to that right only if they demonstrate that the merger 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: Thermo Fisher Scientific GENEART GmbH, Regensburg, Germany.