Common use of Company Structure Clause in Contracts

Company Structure. 5.1 At the Commencement Date, the Company and the Shareholders warrant that all issued shares in the capital of the Company are held and beneficially owned by the Shareholders. 5.2 During the Term the Shareholders shall not: (a) assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encum ber any share or shares held by them in the capital of the Company or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Act to such share or shares; or (b) reduce the indebtedness of the Company to the Shareholders and/or the Directors nor permit nor do any other thing or take any action which would result in the financial position of the Company being adversely affected; without the prior consent in writing of the Minister. 5.3 Without limitation to Sub-clause 5.2 (b), the Shareholders shall at all times during the Term contribute capital to the Company in such amounts and at such times as may be necessary to ensure that neither the Company nor the Directors breach the provisions of Part 5.7B o f the Corporations Act. 5.4 During the Term the Company and the Shareholders shall not:- (a) issue any shares in the capital of the Company other than those already issued at the Commencement Date; (b) reduce or permit to be reduced the share capital of the Company; (c) dismiss or appoint any Director or alternate Director to the Company; (d) register any transfer of shares in the capital of the Company; or (e) alter or amend the Memorandum and Articles of Association of the Company; without the prior consent in writing of the Minister. 5.5 The Company shall, when requested by the Territory, make available or approve to be m ade available to the Territory all information in respect of the Shareholders, Directors, operational, financial and corporate affairs of the Company (including without limitation all m inutes of meetings of Shareholders and Directors and other books and records of the Company) insofar as the same relates or may relate to the duties and obligations of the Company, the Shareholders and the Directors under this Agreement.

Company Structure. 5.1 At the Commencement Date, the Company and the Shareholders warrant that all issued shares in the capital of the Company are held and beneficially owned by the Shareholders. 5.2 During the Term the Shareholders shall not: (a) assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encum ber encumber any share or shares held by them in the capital of the Company or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Act to such share or shares; or (b) reduce the indebtedness of the Company to the Shareholders and/or the Directors nor permit nor do any other thing or take any action which would result in the financial position of the Company being adversely affected; without the prior consent approval in writing of the Minister. 5.3 Without limitation to Sub-clause 5.2 (bSubclause 5.2(b), the Shareholders shall at all times during the Term contribute capital to the Company in such amounts and at such times as may be necessary to ensure that neither the Company nor the Directors breach the provisions of Part 5.7B o f of the Corporations Act. 5.4 During the Term the Company and the Shareholders shall not:- (a) issue any shares in the capital of the Company other than those already issued at the Commencement Date; (b) reduce or permit to be reduced the share capital of the Company; (c) dismiss or appoint any Director or alternate Director to the Company; (d) register any transfer of shares in the capital of the Company; or (e) alter or amend the Memorandum and Articles of Association of the Company; without the prior consent in writing of the Minister. 5.5 The Company shall, when requested by the Territory, make available or approve to be m ade made available to the Territory all information in respect of the Shareholders, Directors, operational, financial and corporate affairs of the Company (including without limitation all m inutes minutes of meetings of Shareholders and Directors and other books and records of o f the Company) insofar as the same relates or may relate to the duties and obligations of o f the Company, the Shareholders and the Directors under this Agreement.

Company Structure. 5.1 (a) At the Commencement Date, the Company and the Shareholders warrant that all issued shares in the capital of the Company are held and beneficially owned by the Shareholders. 5.2 (b) During the Term the Shareholders shall not: (a) not assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encum ber encumber any share or shares held by them in the capital of the Company or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Act Law to such share or shares; or (b) reduce the indebtedness of the Company to the Shareholders and/or the Directors nor permit nor do any other thing or take any action which would result in the financial position of the Company being adversely affected; shares without the prior consent approval in writing of the MinisterTerritory. 5.3 Without limitation to Sub-clause 5.2 (b), the Shareholders shall at all times during the Term contribute capital to the Company in such amounts and at such times as may be necessary to ensure that neither the Company nor the Directors breach the provisions of Part 5.7B o f the Corporations Act. 5.4 c) During the Term the Company and the Shareholders shall not:- (ai) issue any shares in the capital of the Company other than those already issued on issue as at the Commencement Date; (bii) reduce or permit to be reduced the share capital of the Company; (c) dismiss or appoint any Director director or alternate Director director to the Company; (diii) register any transfer of shares in the capital of the Company; or (eiv) alter or amend the Memorandum and Articles of Association of the Company; and shall:- (v) force to vacate his or her office any director of the Company in accordance with any direction of the Territory to that effect. (d) At the Commencement Date, Timor and the Covenantors warrant that all issued shares in the capital of the Timor are held and beneficially owned by the Covenantors. (e) During the Term the Covenantors shall not assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encumber any share or shares held by them in the capital of the Timor or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Law to such share or shares without the prior consent approval in writing of the MinisterTerritory. 5.5 (f) During the Term Timor and the Covenantors shall not:- (i) issue any shares in the capital of Timor other than those on issue as at the Commencement Date; (ii) appoint any director or alternate director to Timor; (iii) register any transfer of shares in the capital of Timor; or (iv) alter or amend the Memorandum and Articles of Association of Timor; without the prior approval in writing of the Territory; and shall:- (v) force to vacate his or her office any director of the Timor in accordance with any direction of the Territory to that effect. (g) The Company and Timor shall, when requested by the Territory, make available or approve to be m ade available to the Territory all information in respect of the Shareholdersshareholders, Directors, operational, financial directors and corporate affairs structure of the Company (including without limitation and Timor and all m inutes minutes of meetings of Shareholders shareholders and Directors directors and other books and records of the Company) Company and Timor insofar as the same relates or may relate to the duties and obligations of the Company, the Shareholders Shareholders, Timor and the Directors Covenantors under this Agreement.

Company Structure. 5.1 (a) At the Commencement Date, the Company and the Shareholders warrant that all issued shares in the capital of the Company are held and beneficially owned by the Shareholders. 5.2 (b) During the Term the Shareholders shall not: (a) not assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encum ber encumber any share or shares held by them in the capital of the Company or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Act Law to such ¥ share or shares; or (b) reduce the indebtedness of the Company to the Shareholders and/or the Directors nor permit nor do any other thing or take any action which would result in the financial position of the Company being adversely affected; shares without the prior consent approval in writing of the MinisterTerritory. 5.3 Without limitation to Sub-clause 5.2 (b), the Shareholders shall at all times during the Term contribute capital to the Company in such amounts and at such times as may be necessary to ensure that neither the Company nor the Directors breach the provisions of Part 5.7B o f the Corporations Act. 5.4 c) During the Term the Company and the Shareholders shall not:- (ai) issue any shares in the capital of the Company other than those already issued on issue as at the Commencement Date; (bii) reduce or permit to be reduced the share capital of the Company; (c) dismiss or appoint any Director director or alternate Director director to the Company; (diii) register any transfer of shares in the capital of the Company; or (eiv) alter or amend the Memorandum and Articles of Association of the Company; without the prior consent approval in writing of the MinisterTerritory; and shall:- (v) force to vacate his or her office any director of the Company in accordance with any direction of the Territory to that effect. 5.5 (d) At the Commencement Date, Timor and the Covenantors warrant that all issued shares in the capital of the Timor are held and beneficially owned by the Covenantors. (e) During the Term the Covenantors shall not assign, sell, transfer, or otherwise dispose of or mortgage, charge or otherwise encumber any share or shares held by them in the capital of the Timor or any interest therein or do, procure, allow or permit any other act whereby another person becomes entitled within the meaning of the Corporations Law to such share or shares without the prior approval in writing of the Territory. (f) During the Term Timor and the Covenantors shall not:- (i) issue any shares in the capital of Timor other than those on issue as at the Commencement Date; (ii) appoint any director or alternate director to Timor; (iii) register any transfer of shares in the capital of Timor; or (iv) alter or amend the Memorandum and Articles of Association of Timor; without the prior approval in writing of the Territory; and shall:- (v) force to vacate his or her office any director of the Timor in accordance with any direction of the Territory to that effect. (g) The Company and Timor shall, when requested by the Territory, make available or approve to be m ade available to the Territory all information in respect of the Shareholdersshareholders, Directors, operational, financial directors and corporate affairs structure of the Company (including without limitation and Timor and all m inutes minutes of meetings of Shareholders shareholders and Directors directors and other books and records of the Company) Company and Timor insofar as the same relates or may relate to the duties and obligations of the Company, the Shareholders Shareholders, Timor and the Directors Covenantors under this Agreement.