Additional Finance Clause Samples
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Additional Finance. The parties agree that if it requires any additional finance, the JV shall be financed, so far as practicable, from external funding sources and on terms to be agreed by the Board, the parties and any relevant third parties and that any security required in relation to such external funding shall be provided by the JV. From and after the Closing, neither Shareholder shall be obligated to make any capital contribution, in cash or otherwise, to the JV or to provide any loan, loan guaranty or other financial assistance or support on behalf of the JV. In the event the JV requires any additional funding for its operations and other activities, the JV may, subject to clause 6, (a) seek additional financing in the form of debt financing from banks and other financial institutions on commercially reasonable terms without requiring any credit support provided by any Shareholder (unless otherwise agreed in writing by the Shareholders) or (b) seek such additional financing from the Major Shareholders in debt or equity as agreed to by the Major Shareholders, which, unless otherwise agreed to in writing by the Major Shareholders, shall be on a pro rata basis based on each Major Shareholder’s Pro Rata Portion at the time of such financing. In the event Guardant determines, in its reasonable discretion, to raise additional funds for the purpose of purchasing its Major Shareholder’s Pro Rata Portion of any additional financing by the JV, SoftBank agrees not to knowingly and intentionally (a) take any unreasonable action, or (b) commit any unreasonable omission, in either case in its capacity as a stockholder of Guardant, the failure of which would prohibit or materially impede Guardant’s ability to engage in any such additional financing; provided, however, that nothing herein shall obligate SoftBank to participate in any Guardant financing as an investor.
Additional Finance. 5.1 Notwithstanding the provisions of Clause 7.1 (but otherwise subject as provided in Clause 7.1), the Shareholders shall on request made by the Company severally provide by way of loan to the Company or by way of additional share capital such sums as shall be required by the Company and/or Cyber 2000 and/or any of its subsidiaries to be established from time to time for the proper conduct of the Business and to enable it to meet its obligations and liabilities. Such additional finance shall be provided by Shareholders in the proportions in which they hold Shares. If any Shareholder shall fail to advance its share of any such additional finance within a period of 14 days from the Board's call therefor, the provisions of Clause 9 shall apply.
5.2 If the Company shall issue new Shares to a Shareholder resulting in dilutions to the respective shareholdings of the other Shareholders, each of the other Shareholders shall have a right, exercisable within 7 days after such issue, to subscribe for additional Shares such that the level of its shareholding in the Company shall not in any way be reduced (the "TOP-UP SUBSCRIPTIONS"). The terms and conditions (if any) for issuing of the new Shares (including without limitation the subscription price of each new Share) applicable to all the Shareholders pursuant to this Clauses 5.2 shall in all respect be the same. Completion of the Top-up Subscriptions shall take place simultaneously and, unless otherwise agreed, be 14 days after the first new issue of Shares which trigger the Top-up Subscriptions.
5.3 Subject as otherwise provided in this Agreement, this Clause 5 shall be without prejudice to the right of the Company to borrow sums from third parties on the most favourable terms obtainable as to interest, repayment and security, but without allowing any prospective lender a right to participate in the Share capital of the Company as a condition or term of any loan or advance.
5.4 Save with the unanimous agreement of the Shareholders, no Shareholder will be obliged to guarantee or provide or give security in respect of any indebtedness of the Company.
Additional Finance. If during the course of this Agreement additional means of funding SCH become available, whether by means of the implementation of the Government's prudential borrowing regime, access by SCH to social housing or other grants, SCH becoming entitled to raise private finance or otherwise, SCH generating new business from the Growth Area Services then the parties shall work together in good faith to amend this Agreement and SCH's memorandum and articles of association to enable SCH to access such additional means of funding PROVIDED THAT the Council shall not be required to agree any changes which would prejudice its overall financial position in a manner which was unreasonable. 11. NOT USED 12. NOT USED 13. NOT USED
Additional Finance. The difference between the total investment amount and registered capital of the upon Board approval, may be financed by loans raised in the name of the EJV from domestic or international lenders pursuant to the Relevant Laws and Regulations of the PRC and provided that the total debt/equity ratio of the EJV shall comply with the Relevant Law and Regulations of the PRC and in any case shall not exceed one.
Additional Finance. 11.1 The Shareholders shall use all reasonable endeavours to procure that the requirements of Gaming Company and each of its subsidiaries for construction financing and working capital to finance its Business are met as far as practicable by borrowings from banks and other similar sources on the most favourable terms reasonably obtainable as to interest, repayment and security, but without allowing any prospective lender a right to participate (whether by way of security or otherwise) in the equity share capital of Gaming Company or any of its subsidiaries or to require PH or any member of MGM Group or PHCO Group to guarantee or provide financial support as a condition of any loan.
11.2 Any repayments due from time to time under any third party financing obtained by Gaming Company and any of its subsidiaries shall rank in priority to, and be paid before (i) any repayments due under the MGM Facility Agreement (including interest); (ii) the Loan Note Repayment; and (iii) the Special Distribution.
11.3 No member of PHCO Group or MGM Group nor PH shall have any obligation to provide financing to Gaming Company or any of its subsidiaries in excess of the amounts committed to in this Agreement, provided always that if the Principal Shareholders jointly determine that additional financing, which cannot be obtained on acceptable terms from third parties, is required and the Principal Shareholders both agree to provide such additional financing, they shall provide such financing on a pari passu basis.
Additional Finance. The Shareholders acknowledge that the Company may require further finance to fund its projected cash requirements under the Budget and the Business Plan which cannot be covered from the income of its Business.