Deed of Ratification and Accession. Subject to and upon Completion, LSD (or its nominee), as the buyer of the Sale Sales, will execute the Deed of Ratification and Accession under which LSD (or its nominee) agrees to be bound by, and shall be entitled to the benefit of, the Shareholders’ Agreement, as if an original party thereto in place of the Seller. For details of the Shareholders’ Agreement, please refer to the joint announcement of eSun and Xxx Xxxx dated 25 September 2013. Upon Completion, LSD will make the Shareholder’s Loan (in the amount of approximately HK$280.4 million) (subject to adjustments as agreed between LSD and the Seller upon Completion) to the Target Company. The Shareholder’s Loan will be unsecured, interest free and repayable on demand, and it is intended to finance the general working capital of the Target Group. The LSD Directors consider that the provision of the Shareholder’s Loan will facilitate the Target Company in meeting its working capital needs, and will facilitate the further business development of the Target Company, in which LSD will have 20% shareholding interest upon Completion.
Deed of Ratification and Accession. The Shareholders must procure ---------------------------------- that the Board of Directors does not register a person (who at the time of registration is not a Shareholder) as a Shareholder whether pursuant to:
(a) an issue of additional Shares;
(b) a transfer of Shares; or
(c) otherwise, unless that person has first entered into a deed of ratification and accession agreeing to be bound by the terms and conditions of this Joint Venture Agreement as a Shareholder of the Company.
Deed of Ratification and Accession. The Partners must ensure that the Board of Managers does not register a person (who at the time of registration is not a Partner) as a Member whether pursuant to:
(a) an issue of additional Units;
(b) a transfer of Units; or
(c) otherwise, unless that person has first entered into a deed of ratification and accession agreeing to be bound by the terms and conditions of the Operating Agreement as a Member of the Company.
Deed of Ratification and Accession. This Deed of Ratification and Accession (“Deed”) is made and issued on [●] by [●] (the “New Shareholder”), a company incorporated in [●] with its registered office at [●] in favour of and for the benefit of each and all of the following [(other than the Transferor (as herein defined))]:
