Common use of Share Subscription Clause in Contracts

Share Subscription. Each approved Program shall be funded by the Shareholders through a subscription for new shares of Holdco. Each new share will be offered for subscription at a price of one dollar (US$1) per share. Each Shareholder will be entitled to subscribe the portion of the newly offered shares that is proportionate to its then existing shareholding in Holdco, or any lesser number of shares. See paragraph if TCAM is loaning Fronteer the equity component of project financing. Holdco shall issue, from time to time, such number of shares to each of the Shareholders so that its shareholding in Holdco is proportionate to that of the Shareholders’ contribution to the total capital of Holdco as aforesaid. In respect of an approved Program the Board shall provide to each of the Shareholders a notice of the total number of new shares available for subscription and of the number of new shares available for subscription by each of the Shareholders. Within 30 days, if the total budget is less than or equal to US$1,000,000, or 60 days, if the total budget is more than US$1,000,000, each of the Shareholders shall provide a written notice to the Board specifying the number of new shares for which it elects to subscribe, which election shall be final and binding. If either Shareholder fails to timely provide such a written notice to the Board, it shall conclusively and irrevocably be deemed to have elected not to subscribe any of the new shares. If either Shareholder elects (or is deemed to have elected) not to subscribe some or all of the new shares available to it, those shares shall promptly be made available for subscription (at the same price of US$1 per share) to the other Shareholder. If the Shareholders ultimately and collectively subscribe less than all of the newly offered shares, the Board shall have the right, in its discretion, either to cancel and rescind the new approved Program (in which case the corresponding subscription for new shares by the Shareholders shall also be canceled and rescinded) or to propose a revised Program to the Shareholders.

Appears in 2 contracts

Samples: Memorandum of Understanding (Fronteer Development Group Inc), Memorandum of Understanding (Fronteer Development Group Inc)

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Share Subscription. 28.1 Each approved Program program shall be funded by the Shareholders through a subscription for new shares of Holdco. Each new share will be offered for subscription at a price of in Mexican Peso’ s per share equal to one dollar (US$1) per shareUnited States Dollar based on the previous day’ s US Federal Reserve noon exchange rate. Each Shareholder will be entitled to subscribe the portion of the newly offered shares that is proportionate to its then existing shareholding in Holdco, or any lesser number of shares. See paragraph shares as it elects (in connection therewith if TCAM is loaning Fronteer the equity component of project financing. Holdco shall issue, from time to time, such number of shares to each of subscribed for is not a whole number the Shareholders contribution will be adjusted up so that its shareholding in Holdco the number of shares issued is proportionate to that of the Shareholders’ contribution to the total capital of Holdco as aforesaida whole number). In respect of an approved Program program the Board shall provide to each of the Shareholders a notice Notice of the total number of new shares available for subscription and of the number of new shares available for subscription by each of the Shareholders. Within 30 daysdays of such Notice, if the total budget is less than or equal to US$$1,000,000, or 60 daysdays of such Notice, if the total budget is more than US$$1,000,000, each of the Shareholders shall provide a written notice Notice to the Board specifying the number of new shares for which it elects to subscribe, which election shall be final and binding, together with payment for such shares. If either Shareholder fails to timely provide such a written notice Notice to the Board, it shall conclusively and irrevocably be deemed to have elected not to subscribe any of the new shares. If either Shareholder elects (or is deemed to have elected) not to subscribe some or all of the new shares available to it, those shares shall promptly be made available for subscription (at the same a price of US$1 in Mexican Peso’ s per shareshare equal to one United States Dollar, based on the previous day’ s US Federal Reserve noon exchange rate) to the other Shareholder. If the Shareholders ultimately and collectively subscribe less than all of the newly offered shares, the Board shall have the right, in its discretion, either to cancel and rescind the new approved Program program (in which case the corresponding subscription for new shares by the Shareholders shall also be canceled cancelled and rescinded) or to propose a revised Program program to the Shareholders. Holdco shall issue, from time to time, such number of shares to each of the Shareholders that were elected for subscription.

Appears in 1 contract

Samples: Memorandum of Understanding (Fronteer Development Group Inc)

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Share Subscription. Each approved Program shall be funded by the Shareholders through a subscription for new shares of Holdco. Each new share will be offered for subscription at a price of one dollar (US$$1) per share. Each Shareholder will be entitled to subscribe the portion of the newly offered shares that is proportionate to its then existing shareholding in Holdco, or any lesser number of shares. See paragraph section 24 if TCAM is loaning Fronteer the equity component of project financing. Holdco shall issue, from time to time, such number of shares to each of the Shareholders so that its shareholding in Holdco is proportionate to that of the Shareholders' contribution to the total capital of Holdco as aforesaid. In respect of an approved Program the Board shall provide to each of the Shareholders a notice of the total number of new shares available for subscription and of the number of new shares available for subscription by each of the Shareholders. Within 30 days, if the total budget is less than or equal to US$1,000,000I,000,000, or 60 days, if the total budget is more than US$1,000,000, each of the Shareholders shall provide a written notice to the Board specifying the number of new shares for which it elects to subscribe, which election shall be final and binding. If either Shareholder fails to timely provide such a written notice to the Board, it shall conclusively and irrevocably be deemed to have elected not to subscribe any of the new shares. If either Shareholder elects (or is deemed to have elected) not to subscribe some or all of the new shares available to it, those shares shall promptly be made available for subscription (at the same price of US$$1 per share) to the other Shareholder. If the Shareholders ultimately and collectively subscribe less than all of the newly offered shares, the Board shall have the right, in its discretion, either to cancel and rescind the new approved Program (in which case the corresponding subscription for new shares by the Shareholders shall also be canceled and rescinded) or to propose a revised Program to the Shareholders.

Appears in 1 contract

Samples: Memorandum of Understanding (Fronteer Development Group Inc)

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