Shareholder Financing Sample Clauses

Shareholder Financing. If after the approval of a final feasibility study for a mine on the Property the Board determines for any reason that sufficient Project Financing is not available on acceptable terms, the Board will advise the Shareholders by notice in writing (the "Board's Notice") of the respective amounts (according to their Shareholder Interests) of additional funds required by the Company that each Shareholder may provide by way of subscribing for and purchasing additional Shares at $1.00 per Share. Thereafter: (a) each Shareholder must, by notice to the Board, indicate, within thirty (30) days after receipt of the Board's Notice, whether or not it intends to provide up to its proportionate share of any additional financing by subscribing for and purchasing additional Shares of the Company at $1.00 per Share, failure to give such notice within such period of time being deemed to be delivery of a notice declining to fund. (b) if a Shareholder indicates that it intends to provide such funding by way of subscribing for and purchasing additional Shares, then such Shareholder will be obliged and hereby agrees to provide the amount specified in the Board's Notice of its proportionate share of such additional funding. Such funding must be provided within sixty (60) days of the Board's Notice. (c) If, during the thirty (30) day period after the Board's Notice, either of the Shareholders elects not to fund its proportionate share, or elects to fund only a portion thereof, in relation to any required additional financing, then the Shareholder who has agreed to contribute his or its entire proportionate share (the "Contributing Shareholder") will have the right to provide the shortfall by way of subscribing for and purchasing additional Shares at $1.00 per Share, provided that if the Contributing Shareholder does not elect to provide a sufficient amount of such shortfall to permit the program proposed through such financing to be carried out, the Board will be required to consider and approve a new program which requires a lesser amount of financing and the provisions of this section 6.5 will apply to the additional funds required for such new program. (d) If a Shareholder (the "Defaulting Shareholder") fails to pay or advance any additional financing required to be paid or advanced by it pursuant to this section 6.5 after having elected to provide such financing, such Defaulting Shareholder thereafter will have no further right to provide any additional funding for such finan...
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Related to Shareholder Financing

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

  • Seller Financing Seller agrees to provide financing to the Buyer under the following terms and conditions:

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Shareholder Loans (a) Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall enter into a Pledge of Subordinated Shareholder Loans on terms and conditions satisfactory to the Facility Agent and a Security Provider’s Deed of Accession and provides (i) the Facility Agent with such documents and evidence as it may reasonably require as to the power and authority of the Restricted Person to enter into such Pledge of Subordinated Shareholder Loans and Security Provider’s Deed of Accession and that the same constitute valid and legally binding obligations of such Restricted Person enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) notification of such pledge to the relevant member of the Borrower Group. (b) Each Obligor shall ensure that each Subordinated Shareholder Loan and each shareholder loan entered into between an Obligor which is a party to an Obligor Pledge of Shareholder Loans as a creditor and a member of the Borrower Group is governed by the law of The Netherlands.

  • Other Financing Notwithstanding anything in this Agreement to the contrary, the Issuer and the Company may hereafter enter into agreements to provide for the financing or refinancing of costs of the Project or any portion thereof.

  • Subordination of Junior Financing The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Reorganization Securities If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Obligations and the Second Priority Debt Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Second Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

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