Share Capital and Corporate Changes Clause Samples

Share Capital and Corporate Changes. The Shareholders acknowledge that as at the date hereof, each Shareholder is the beneficial owner and owner of record of the number of Shares set forth opposite such Shareholder’s name on Schedule “A”. The Shareholders acknowledge that their shareholdings set out in Schedule “A” mirror their Proportionate Interests pursuant to the Partnership Agreement. If their relative Proportionate Interests change at any time pursuant to the provisions of the Partnership Agreement, their relative shareholdings shall be reduced or increased hereunder, as applicable, such that their shareholdings hereunder shall continue to mirror their Proportionate Interests pursuant to the Partnership Agreement from time to time. Such additions or deletions shall be effected by way of the purchase for cancellation for nominal consideration, as determined by the Directors, of the applicable number of Shares of the Shareholder whose shareholding is to be reduced and by the issuance for nominal consideration, as determined by the Directors, of the applicable number of Shares to the Shareholder whose shareholding is to be increased. If Hebei Sub ceases to be a Limited Partner in accordance with the provisions of Section 3.4 of the Partnership Agreement, Hebei Sub shall immediately tender its Shares to the Corporation to be purchased for cancellation for the sum of $1.00. Upon such cancellation, this Agreement shall terminate and be of no further force and effect and none of the parties shall have any further liability to one another in respect of the provisions hereof.