Shareholder Debt. Where a Deemed Transfer Notice is deemed given pursuant to clause 9.2 (Events of Default and deemed transfers), such Deemed Transfer Notice shall also be deemed to offer, by way of transfer, any Shareholder Debt outstanding to the Defaulting Shareholder in the Company (Defaulting Shareholder Debt). Any person acquiring some or all of the Default Shares pursuant to the provisions of this clause 9 (Restrictions on share transfers) and the Hold Co Articles shall be required to accept a transfer to it of an equal proportion of the Defaulting Shareholder Debt (and the Defaulting Shareholder shall transfer such Defaulting Shareholder Debt in accordance with the terms of the Hold Co Loan Note Instrument and this Agreement). Except where sub-clause (b) applies, the price for the Defaulting Shareholder Debt shall be the price agreed between the non-defaulting Shareholders and the Defaulting Shareholder or, if a market valuation of the Default Shares is requested in accordance with the Articles, then the parties shall require and procure that such market valuation shall also value the Defaulting Shareholder Debt and the transfer of the Defaulting Shareholder Debt shall be at the Market Value as so determined.
Shareholder Debt. In respect of Shareholder Debt:
Shareholder Debt. Shareholder warrants that there are no Encumbrances held by Shareholder whatsoever against the Company or the Assets.
Shareholder Debt. There is no outstanding indebtedness owing from the Company to the Seller or any person connected with the Seller. There are no amounts owed to the Company by the Seller or any person connected with the Seller.
Shareholder Debt. There are not now, nor shall there be, any loans, debts, obligations or the like between Borrower or any shareholder of Borrower.
Shareholder Debt. If the Offered Shares represent all of the Offeror’s Shares, then if the Electing Shareholders are purchasing the Offered Shares under this Section 6.3 they must also purchase from the Offeror any Shareholder Debt owing to the Offeror, for cash on a dollar-for-dollar basis, at the same time as they purchase the Offered Shares. Each Electing Shareholder will purchase its pro rata portion of that Shareholder Debt (calculated on the number of Offered Shares being purchased by the Electing Shareholders as between themselves), or any other portion agreed by the Electing Shareholders.
Shareholder Debt. If any Shareholder Debt is owing to a Remaining Shareholder, and if that Remaining Shareholder is selling all of its Shares to the third party, that Remaining Shareholder’s Co-Sale Right will also include the right to require the third party to purchase all of that Remaining Shareholder’s Shareholder Debt, for cash on a dollar-for-dollar basis, at the same time that its Shares are purchased.
Shareholder Debt. In addition to the offer to purchase all of the Compelled Shares, a Drag- Along Offer must include an offer to purchase any Shareholder Debt owing to a Compelled Shareholder, for cash on a dollar-for-dollar basis, at the same time as the Compelled Shares are purchased.
Shareholder Debt. The Purchase Option will include an obligation to purchase any Shareholder Debt owing to the Triggered Shareholder, for cash on a dollar- for-dollar basis, at the same time as the Triggered Shares are purchased. Each Shareholder purchasing the Triggered Shares will purchase its pro rata portion of that Shareholder Debt (calculated on the number of Triggered Shares being purchased by the purchasing Shareholders, as between themselves), or any other portion agreed to by the purchasing Shareholders. If the Corporation is purchasing the Triggered Shares, the Corporation will repay that Shareholder Debt in full, unless otherwise agreed by the Shareholders.
Shareholder Debt. As contemplated in clause 8, the Shareholder Debt has been agreed by the parties and set out in schedule 7 Part 4. There is no other outstanding indebtedness owing from a Group Company to any Seller or any person connected with any Seller. There are no amounts owed to the Company by the Sellers or any person connected with the Sellers.
