Additional financing by Shareholders Clause Samples

Additional financing by Shareholders. 12.1.1 To the extent that the Board has approved financing of the Company by the Shareholders or such a financing is expressly contemplated in the Business Plan that has been approved by the Board, either Shareholder may from time to time direct the Board to request that all of the Shareholders provide such financing if, in the reasonable opinion of the Shareholder, additional funds are required by any Group Company to pay for the relevant approved matter. The Company, at the direction of the Board or a Shareholder, acting reasonably, shall serve notice on each Shareholder (a "Funding Request") specifying: (a) that it is a Funding Request pursuant to this clause 12; (b) the date of the Funding Request; (c) the total amount of funding being requested from Shareholders (the "Aggregate Funding Amount"); (d) the addressee Shareholder's proportion of the Aggregate Funding Amount (the "Individual Funding Amount"), which shall be the proportion of the Aggregate Funding Amount that its Invested Capital immediately before the making of the Funding Request bears to the aggregate Invested Capital of all the Shareholders immediately before the making of such Funding Request; (e) the proportion of the Individual Funding Amount to be provided by way of subscription for Shares and the advance of Shareholder Loans; (f) the number of Shares that the addressee Shareholder is to receive in exchange for providing the Individual Funding Amount and the valuation per Share; and (g) the date when the Individual Funding Amount is requested to be funded, being not less than ten (10) Business Days from the date of the Funding Request (the "Funding Deadline"). 12.1.2 Unless the Shareholders agree otherwise, any Funding Request that is issued whilst one Shareholder is a Non-contributing Shareholder shall use a valuation per Share based on the net asset value of the Company calculated based on the latest quarterly accounts of the Company and of Sotogrande and the latest third party real estate appraisal undertook for Sotogrande’s accounts. 12.1.3 Each of the Shareholders shall provide the further financing required pursuant to a Funding Request by way of a subscription for Shares and the making of Shareholder Loans in the proportion of debt to equity specified in the Funding Request.