Common use of Share Purchase Right Clause in Contracts

Share Purchase Right. In the event of a default, each of the non-defaulting Parties shall have the right to purchase all or any part of the Shares and assume all or any part of the Subordinated Shareholder Loans held by the defaulting Party, at the price determined in accordance with Section 14.4, by giving notice ("an Exercise Notice") thereof to all the Parties within sixty (60) days after the default occurs. If the total number of Shares and amount of Subordinated Shareholder Loans for which Parties have exercised such right exceeds the total number of Shares and Subordinated Shareholder Loans of the defaulting Party, then each Party exercising such right may acquire at least the number of Shares and amount of Subordinated Shareholder Loans that bears the same ratio to the total number of Shares and Subordinated Shareholder Loans held by the defaulting Party that such non-defaulting Party's respective Basic Share Proportion and Basic Loan Proportion bears to the aggregate Basic Share Proportion and Basic Loan Proportion of all non-defaulting Parties exercising such right; provided that should any Party accept in writing less than the number of Shares and/or Subordinated Shareholder Loans to which it would be entitled under the foregoing, such Party shall be entitled only to the number of Shares and/or Subordinated Shareholder Loans it has so accepted, and the remaining Shares and Subordinated Shareholder Loans offered for sale or assignment shall be divided proportionately as above among those Parties who have accepted more than the number of Shares and/or Subordinated Shareholder Loans to which they would be entitled in accordance with the foregoing. If the total number of Shares or Subordinated Shareholder Loans for which Parties have exercised such right is less than the total number of Shares or Subordinated Shareholder Loans available, then the Board of Directors may offer such Shares or Subordinated Shareholder Loans to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion and Basic Loan Proportion of each Party and the third party (if applicable) shall be adjusted in accordance with its ownership percentage.

Appears in 2 contracts

Samples: Shareholders Agreement (Freeport McMoran Copper & Gold Inc), Shareholders Agreement (Freeport McMoran Copper & Gold Inc)

AutoNDA by SimpleDocs

Share Purchase Right. In the event of a defaultDefault after the establishment of Project Company, each of the non-Non- defaulting Parties shall have the right to purchase all or any part of the Shares and assume all or any part of the Subordinated Shareholder Loans held by the defaulting Defaulting Party, at the price determined in accordance with Section 14.4, by giving notice ("an Exercise Notice") thereof to all the Parties within sixty (60) days after the default Default occurs. If the total number of Shares and amount of Subordinated Shareholder Loans for which Parties have exercised such right exceeds the total number of Shares and Subordinated Shareholder Loans of the defaulting Partyoffered, then each Party Shareholder exercising such right may acquire at least the number of Shares and amount of Subordinated Shareholder Loans that bears the same ratio to the total number of Shares and Subordinated Shareholder Loans held by the defaulting Defaulting Party that such non-defaulting Party's respective Basic Share Proportion and Basic Loan Proportion bears to the aggregate Basic Share Proportion and Basic Loan Proportion Proportions of all non-defaulting Parties exercising such right; provided that should any Party accept in writing less than the number of Shares and/or Subordinated Shareholder Loans to which it would be entitled under the foregoing, such Party shall be entitled only to the number of Shares and/or Subordinated Shareholder Loans it has so accepted, and the remaining Shares and Subordinated Shareholder Loans offered for sale or assignment shall be divided proportionately as above among those Parties who have accepted more than the number of Shares and/or Subordinated Shareholder Loans to which they would be entitled in accordance with the foregoing. If the total number of Shares or Subordinated Shareholder Loans for which Parties have exercised such right is less than the total number of Shares or Subordinated Shareholder Loans availableoffered, then the Board of Directors may offer such Shares or Subordinated Shareholder Loans to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion and Basic Loan Proportion of each Party and the third party (if applicable) shall be adjusted in accordance with its ownership percentage.

Appears in 1 contract

Samples: Joint Venture and Shareholders' Agreement (Freeport McMoran Copper & Gold Inc)

AutoNDA by SimpleDocs

Share Purchase Right. In the event of a default, each of the non-defaulting Parties shall have the right to purchase all or any part of the Shares and assume all or any part of the Subordinated Shareholder Loans held by the defaulting Party, at the price determined in accordance with Section 14.4, by giving notice ("an Exercise Notice") thereof to all the Parties within sixty (60) days after the default occurs. If the total number of Shares and amount of Subordinated Shareholder Loans for which Parties have exercised such right exceeds the total number of Shares and Subordinated Shareholder Loans of the defaulting Party, then each Party exercising such right may acquire at least the number of Shares and amount of Subordinated Shareholder Loans that bears the same ratio to the total number of Shares and Subordinated Shareholder Loans held by the defaulting Party that such non-defaulting Party's respective Basic Share Proportion and Basic Loan Proportion bears to the aggregate Basic Share Proportion and Basic Loan Proportion of all non-defaulting Parties exercising such right; provided that should any Party accept in writing less than the number of Shares and/or Subordinated Shareholder Loans to which it would be entitled under the foregoing, such Party shall be entitled only to the number of Shares and/or Subordinated Shareholder Loans it has so accepted, and the remaining Shares and Subordinated Shareholder Loans offered for sale or assignment shall be divided proportionately as above among those Parties who have accepted more than the number of Shares and/or Subordinated Shareholder Loans to which they would be entitled in accordance with the foregoing. If the total number of Shares or Subordinated Shareholder Loans for which Parties have exercised such right is less than the total number of Shares or Subordinated Shareholder Loans available, then the Board of Directors may offer such Shares or Subordinated Shareholder Loans to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion and Basic Loan Proportion of each Party and the third party (if applicable) shall be adjusted in accordance with its ownership percentage.. 14.4

Appears in 1 contract

Samples: Joint Venture and Shareholders' Agreement

Time is Money Join Law Insider Premium to draft better contracts faster.