Financing of the EmployeeCo Specific Issue Sample Clauses

Financing of the EmployeeCo Specific Issue. In terms of the EmployeeCo Reciprocal Subscription Agreement, Cargo Carriers has agreed, subject to the fulfilment or waiver of the suspensive conditions set out in paragraph 2.4 above, to provide financial assistance to fund the EmployeeCo Specific Issue, as follows: • Cargo Carriers has undertaken to subscribe for the EmployeeCo Preference Subscription Shares and to subscribe for the EmployeeCo “B” Subscription Shares on the Effective Date for the EmployeeCo Subscription Price; • On the Effective Date, the obligation of Cargo Carriers in respect of payment of the EmployeeCo Subscription Price shall be settled by setting the amount off in the books of account of EmployeeCo against EmployeeCo’s obligation in respect of the EmployeeCo Cargo Subscription Price; • The EmployeeCo Preference Shares will have certain preferential rights, including the right to a cumulative preference dividend calculated with reference to the distributions received by EmployeeCo from Cargo Carriers during each dividend period less any operating costs, limited to administrative costs, of EmployeeCo during the relevant dividend period, which dividend shall reduce on a sliding scale over a five year period; • EmployeeCo shall be entitled, but not obliged, to redeem the EmployeeCo Preference Subscription Shares at any time after payment in full of any accrued dividends, subject to compliance with the Companies Act, 2008 and provided that it passes the solvency and liquidity test in section 4 of the Companies Act, 2008; and • After a period of five years from the Effective Date, Cargo Carriers shall be entitled to require EmployeeCo to redeem the EmployeeCo Preference Subscription Shares.
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