Funding of the Company. As a means to finance the operations of the Company without contributing to, changing or otherwise affecting the Unit capital of the Company, the Unitholders and the Board, via unanimous approval, respectively, may require some or all the Unitholders to provide intercompany loans to the Company from time to time in such amounts as unanimously agreed upon by the Unitholders (each, a “Cash Call”). The terms and conditions of each Cash Call and related intercompany loans must be unanimously approved by the Unitholders and the Board. The Chairman shall propose the due dates for payment of Cash Calls and purposes of use of respective Cash Calls, including funding the Company’s operations and the general administrative expenses of the Company, and any such loans shall be documented using Board-approved promissory notes and shall accrue interest at the Agreed Interest Rate.
Funding of the Company. Funding for the Company will be provided to the Company by each of the Home Authorities as follows.
Funding of the Company. 9.1 Continental having completed its investment into the Company in connection with the First Option or Second Option (as the case may be) as provided in the Option Agreement, the Board may from time to time by simple majority resolution determine that the Company requires additional funding in accordance with a Company Annual Budget having been approved by the Board. The then Shareholders of Company shall have first right to supply such additional funding.
9.2 In the event that the Board determines by simple majority resolution that the Company requires additional funding in accordance with the terms of an approved Company Annual Budget, the Shareholders shall agree to make either equity contributions or shareholders loans to Company. If the Shareholders cannot reach agreement on the form of funding, the funding will be in the form of shareholders equity and the Company shall undertake an issuance of Ordinary Shares to permit such funding.
Funding of the Company. 9.1 Continental having completed its investment into the Company in connection with the First Option or Second Option (as the case may be) as provided in the Option Agreement, the Board may from time to time by simple majority resolution determine that the Company requires additional funding in accordance with a Company Annual Budget having been approved by the Board. The then Shareholders of Company shall have first right to supply such additional funding.
9.2 In the event that the Board determines by simple majority resolution that the Company requires additional funding in accordance with the terms of an approved Company Annual Budget, the Shareholders shall agree to make either equity contributions or shareholders loans to
Funding of the Company. 11.1 The obligation of the Parties in respect of the future funding (including, but not limited to, Operating Costs, Capital Costs and other costs) of the Company, Kibali and/or the Project shall be pro-rata in proportion to their respective Percentage Interests in the Company at the time any such future funding is required.
11.2 The Parties acknowledge that, in accordance with the Kibali JVA, Kibali will be funded by the Company via intercompany loans.
11.3 Based upon the Annual Budget approved by the Company Board and any Approved Programme, the Operator shall submit, on or before the tenth day of each month to each Party a current cash estimate for the next ensuing month for Kibali, which cash estimate must be in accordance with policies, procedures and Instructions approved by the Company Board and must show:
11.3.1 separately the estimated cash disbursements which the Operator will be required to make during the relevant month for (i) Capital Costs and (ii) Operating Costs;
11.3.2 the extent, if any, to which such disbursements will be satisfied by cash on hand after allowing for any cash balance predicted to be on hand at the end of the previous month; and
11.3.3 the share of such amounts which each Party will be required to pay to the Company, to then be advanced by the Operator from the Company, directly or indirectly, to Kibali (collectively, a “Called Sum”), and the date or dates on which the Operator requires the same to be paid to the Company (the “Due Date”).
11.4 The Operator may from time to time, by not less than five Business Days’ notice to each Party, call upon the Parties to make payment to the Company, pro-rata in proportion to their respective Percentage Interests in the Company, of any other expenditure of the Company in relation to Kibali for which no provision is made in the Annual Budget approved by the Company Board or any Approved Programme to enable the Company to meet any cost or other liability relating to the Project, the payment of which is authorised in accordance with this Agreement; provided, however, that the aggregate of any such expenditures in any given Financial Year shall not exceed US$ 5 million without the prior approval of the Company Board. Each Party must pay to the Company, to then be advanced by the Operator from the Company, directly or indirectly, to Kibali, the amounts payable by it pursuant to this clause 11.4 by the date or dates (the “Due Date”) specified by the Operator (which must be not less than fi...
Funding of the Company. A. After Closing, the Purchaser will have a controlling interest in the Company , and the Company will be a majority-owned subsidiary of Purchaser. Purchaser shall provide capital of up to $300,000 to be used as working capital of the Company. Such contributions shall treated as loans for accounting purposes.
B. Funds shall be provided by Purchaser to the Company as follows:
1. $100,000 will be deposited into the Company's business account within ten business days after Closing; and
2. Up to an additional $200,000 will be deposited into the Company's business account as the Company requires such funds for working capital, as determined by management of the Company. SECTION FOUR REPRESENTATIONS AND WARRANTIES OF SELLER Seller warrants and represents:
Funding of the Company. 5.1 Further Funding of the Company The Shareholders agree to procure that, as the Business of the Company develops, the cash requirements of the Company for its day-to-day operations shall be met to the greatest extent possible from its paid-in share capital and operating cash flow, but that if additional funding is required, it shall, subject to obtaining the necessary approvals pursuant to this Agreement and the Articles, be obtained in accordance with the following priorities, unless otherwise agreed in writing by the Parties:
(a) first, to the extent achievable on commercially reasonable terms, from monies borrowed by the Company from licensed third-party banks or other financial institutions, provided that no Shareholder will be required to provide any guarantees on behalf of the Company under any loan or facility agreement;
(b) second, by way of interest-bearings loans from the Shareholders at the election of the Shareholders, provided that any indebtedness to be raised from the Shareholders shall be on arm’s-length terms and on a pro rata basis; and
(c) third, by way of equity contributions by the Shareholders pursuant to a share capital increase at par value in accordance with the Articles and Applicable Law (it being understood that such equity contributions shall dilute the Shareholding of any non-subscribing Shareholder(s)).
Funding of the Company. M-I and MCA agree to fund the Company by making loans to the Company in proportion to their equity interest when required by the Company following unanimous approval of the Management Committee. All such loans shall bear interest at an annual percentage rate of five percent (5%) or One-Year London Inter-Bank Offer Rate (LIBOR) plus two percent (2%), whichever is the higher, payable quarterly until repaid in full. In no case shall MCA, AC and M-I together be required to loan more than US$1,000,000 to the Company in any one calendar year. Neither MCA nor AC together nor M-I individually shall be expected to extend loans to the Company such that the total outstanding loan exceeds US$2,000,000 each. The Company's initial funding will be governed by the terms of the Funding Agreement, attached hereto as Exhibit A. All fees and expenses related to the Funding Agreement shall be paid for by the Company.
Funding of the Company. So long as any Dividend Access Shares which are registered in the name of holders other than VESTCOM or any of its Affiliates are outstanding, VESTCOM will:
(a) not declare or pay any dividend on VESTCOM Common Shares unless (i) the Company will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law, of an equivalent dividend on the Dividend Access Shares and (ii) the Company shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Dividend Access Shares, in each case in accordance with the Share Provisions;
(b) cause the Company to declare simultaneously with the declaration of any dividend on VESTCOM Common Shares an equivalent dividend on the Dividend Access Shares and, when such dividend is paid on VESTCOM Common Shares, cause the Company to pay simultaneously therewith such equivalent dividend on the Dividend Access Shares, in each case in accordance with the Share Provisions; 2 160 (c) advise the Company sufficiently in advance of the declaration by VESTCOM of any dividend on VESTCOM Common Shares and take all such other actions as are necessary, in cooperation with the Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Dividend Access Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on VESTCOM Common Shares;
Funding of the Company. Buyer shall (i) use all reasonable ---------------------- efforts to maintain in effect the Financing Commitment and (ii) draw funds on the Financing Commitment as necessary to fund the operations and capital requirements of the Buyer and, if the operations of the Company are conducted by a subsidiary of the Buyer, to contribute such funds as equity contributions to such subsidiary.
