Shareholder Contributions. In exchange for a number of Units designated by Telecom, Telecom as the initial Limited Partner will contribute the Initial Partnership Property to the Partnership, subject to certain of Telecom’s liabilities and obligations, and the Partnership shall assume such liabilities and obligations. The agreed value of the property contributed to the Partnership by Telecom shall be the excess of the amount at which the Initial Partnership Property is initially recorded on the books of the Partnership over the amount at which the liabilities of the Partnership are initially recorded on the books of the Partnership. It is contemplated that Telecom will assign all of its Units to its shareholders pursuant to the Plan of Liquidation. Certain Units assigned to the General Partners as shareholders of Telecom pursuant to the Plan of Liquidation shall be specifically designated as General Partner Units. A General Partner may also be a Limited Partner and own Limited Partner Units.
Shareholder Contributions. (a) If the Board of Directors determines that the Company requires additional funding via a Capital Contribution from the Shareholders to the Company, the Shareholders shall have the right to make such Capital Contributions to the Company pro-rata based on such Shareholder’s Percentage Interest (the “Additional Contributions”) of up to * in aggregate during the four year period following the date of the completion of the Merger contemplated under the Merger Agreement, and up to * in any one year period during such four year period. Request for Additional Contributions shall be made by written notice by the Board of Directors, provided that if any of the Shareholders intends to cause the Board of Directors to approve an Additional Contributions, it shall notify the other Shareholder in writing and any such written notice shall include the amount of required Capital Contribution and the required funding date (“Required Funding Date”) to be approved by the Board of Directors and shall be sent to the other Shareholder at least ninety (90) calendar days prior to the relevant meeting of the Board of Directors. Such Required Funding Date shall correspond to the end of a Fiscal Month. All Additional Contributions shall be made in New Taiwan Dollars or equivalent in US Dollars. Where the Applicable Law grants employees of the Company any subscription rights and no exception in the Applicable Law is available to the Company, the Shareholders agree to use their best efforts to cause the employees of the Company to waive any rights they may have under the Applicable Law to subscribe to any additional Shares to be issued in connection with any Additional Contributions.
(b) In the event that any Shareholder determines to contribute less than its * such Shareholder shall provide notice of such determination specifying the amount of such * it intends to make, if any *. Such notice shall be provided to the Company and to the other Shareholder as soon as practicable after such determination is made, but in any event not less than *. Any failure or delay in providing such notice shall not affect the right of any Shareholder to refrain from providing such * nor shall it result in any liability for damages. If a Shareholder fails to make the * set forth pursuant to Section 4.1.2(a), then the funding Shareholder may elect, in its discretion and to the fullest extent permitted by Applicable Law, to do any or a combination of the following * without prior written consent of all e...
Shareholder Contributions. Each Shareholder hereby confirms, acknowledges, represents and warrants for himself or herself that he, she or it: (A) (i) is the holder of the number of Company Shares set forth opposite his or her name on the Spreadsheet; (ii) other than the number Company Shares set forth opposite his or her or its name on the Spreadsheet, is not entitled to any additional Company Shares or any other form of Derivative Securities, including, shares, options, warrants or any other convertible security, or right to acquire shares, options or warrants of or any other convertible security into share capital of the Company; (iii) waives any right to receive any additional Company Shares (as a result of any anti-dilution rights, preemptive rights, conversion rights (of any of the Ordinary Shares which are outstanding as of the date hereof or any Ordinary Shares he or she may have been entitled to receive as a result of the conversion of any convertible loan agreement or any other convertible instrument that was issued by the Company), rights of first offer, co-sale and no-sale rights, any other participation, first refusal or similar rights, or otherwise); (B) (i) examined the Spreadsheet and is entitled only to the portion of the Total Consideration as set forth therein (subject to any changes contemplated in this Agreement); and (ii) waives any right to receive consideration other than as set forth on the Spreadsheet (including, without limitation, for any interest payments, the method of calculation of any of the values set forth in this Agreement, any preferential amount, any amount resulting from the conversion of shares any other rights of any nature under the Company’s Articles of Association, or any shareholders agreement, which the Shareholders and/or his or her successors and assignees ever had, now have or hereafter can, shall or may have, at any time, due to actions or events that occurred prior to Closing which do not conform or are not consistent with the terms of this Agreement and the consideration attributed to such Shareholders in the Spreadsheet); (C) hereby terminates and waives any rights, powers and privileges such Shareholder has or may have pursuant to any investors rights agreement, registration rights agreement or shareholders agreement entered into by such Shareholders with respect to the Company (“Shareholders Agreements”) or any right to make a claim or demand for any discrepancy between any Shareholders Agreement, share purchase agreement, conver...
Shareholder Contributions. DRILLPETRO (55%) TECHDRILL (15%) WESTVILLE (30%) TOTAL CONTRIBUTION ________ 1 Assumes no late delivery penalties will be payable on delivery of the Rigs to Petrobras, either against the mobilization or otherwise. 2 Assumes a weighted average interest rate of 10.15% per annum.
Shareholder Contributions. Neither Company nor any Subsidiary has debt or obligation to make a payment of any kind to Seller or any Seller Affiliate, other than in the ordinary course of business.
Shareholder Contributions. Shareholder Contributions have been made pursuant to the Funding Agreement in an amount equal to or greater than $100,000,000 and such amount has been contributed by Pegaso to Borrower as equity capital contributions.
Shareholder Contributions. All Shareholder Contributions have or will be made as Capital Contributions or Shareholder Loans. The proceeds of all future Shareholder Contributions shall be credited to such account in the name of the Borrower as the Agent shall specify in the notice of demand for such payment or, in the absence of any specification, to the relevant account specified in the either of the Facility Agreements. Prior to making such Shareholder Contributions, each Shareholder shall inform the Agent in writing as to the classification of such payment.
Shareholder Contributions. The Borrower shall retain appropriate personnel to oversee all major civil works then-currently under construction consistent with the information provided to the Independent Engineer in connection with the Independent Engineer’s certification pursuant to Section 6.03(f).
Shareholder Contributions. The Company has no debt or obligation to make payments of any kind to Seller except such as described in the Disclosure Letter.
Shareholder Contributions. All working capital requirements of the Company shall be determined by the Board and to the extent they exceed the Company’s resources and cannot be financed from external sources in accordance with Clause 4.1, shall, if agreed by Shareholders, be contributed to the Company by each Shareholder in the Relevant Proportion by way of loan on terms to be agreed at the relevant time or by way of subscription for further shares.
