FUNDING AND SHAREHOLDER SUPPORT. 11.1 It is the intention that, so far as practicable, funding requirements of the Company Group shall be met by internal cash flow and by third party commercial borrowings and network vendor financing, without recourse to Shareholders and that (without limitation) the business of the Company Group be conducted without the need for Counter Indemnities to be given by Shareholders.
11.2 If the internal cash flow of the Company Group together with third party borrowings are insufficient to meet the funding requirements of Company Group under a Business Plan approved by the Board of Directors (or the day to day expenses of the business of the Company Group if the Board of Directors have not approved a Business Plan and the Company Group is continuing to conduct its business pursuant to Clause 4.5), all Shareholders shall be called upon by the Company to: (a) make Counter Indemnities; and/or (b) advance funds by way of Shareholder Loan; and/or (c) make an equity contribution by subscribing for new shares at a price per Share equal to the par value of the Shares (which price shall not apply in the case of subscriptions for Shares for the purposes of providing Additional Contributions (as defined in Clause 11.4), when the price per Share shall be determined according to clause 11.4 below) (together Shareholder Funds) to meet the shortfall, pro rata according to the Equity Proportions of each Shareholder at the time of such call.
11.3 Any call (a Funding Call Notice) pursuant to Clause 11.2 shall be made as follows:
(a) the Funding Call Notice served in respect of each Shareholder:
(i) specify whether the Shareholder Funds called for are Counter Indemnities, Shareholder Loans or equity contributions or a combination (providing details of the same) of these;
(ii) specify the Business Day, at least fourteen (14) days following the date of the Funding Call Notice, on which the Shareholder Funds are to be given or advanced (the Funding Date);
(iii) specify the terms and conditions on which the Counter Indemnity is to be given or advances or equity contributions are to be made (but so that all relevant Shareholders shall be called upon to provide Counter Indemnities and make advances or equity contributions on the same terms and conditions which, in the case of Counter Indemnities, shall include the right of the Shareholders providing the Counter Indemnity to be paid commercial arms’ length fees by the Company); and
(iv) attach an explanation from the Chief Financial Of...
FUNDING AND SHAREHOLDER SUPPORT. AJ Europe shall grant a shareholder’s loan to the JV Company of not more than US$2,500,000 for use as working capital in accordance with the timetable determined by the board of the JV Company after considering the capital requirements, general financial condition of the JV Group and other factors which the board of the JV Company deems relevant. Such shareholder’s loan shall be unsecured, interest free and with no fixed repayment terms. If the JV Company requires further funding to meet its funding requirement, then such funding requirement shall be met as the board of the JV Company may resolve from time to time in accordance with the Joint Venture Agreement.
