Defaulting Shareholder Clause Samples
Defaulting Shareholder. 6.5.1 It is an Event of Default by a Shareholder (the “Defaulting Shareholder”) where any of the following events occurs:
(a) the Defaulting Shareholder commits a breach of this Agreement which is material in the context of the Joint Venture taken as a whole and either (1) the breach is not capable of being remedied or (2) the Defaulting Shareholder does not remedy that breach within twenty Business Days (or, in the case of a default in payment of all or any portion of any Capital Contribution or any other amount required to be funded by such Shareholder, sixty (60)) Business Days of the Defaulting Shareholder receiving (or being deemed to receive) notice requiring it to remedy that breach; or
(b) as per the legislation applicable to the Defaulting Shareholder, the Defaulting Shareholder is unable to pay its debts as they fall due or the Defaulting Shareholder enters into any composition or arrangement with its creditors generally; or
(c) an encumbrancer lawfully takes possession, or an administrative receiver or the equivalent in any jurisdiction is validly appointed over, the whole or any material part of the undertaking, property or assets of the Defaulting Shareholder; or
(d) an order is made or resolution is passed for the appointment of an administrator of or the insolvency of the Defaulting Shareholder; or
(e) any voluntary dissolution (other than in connection with insolvency or bankruptcy) of the Defaulting Shareholder takes place other than with the prior written consent (not to be unreasonably withheld) or the other Shareholder (the “Non-Defaulting Shareholder”); or
(f) a Change of Control occurs in relation to the Defaulting Shareholder.
6.5.2 If an Event of Default occurs, the Defaulting Shareholder will notify the Non-Defaulting Shareholder and the Company as soon as reasonably practicable.
Defaulting Shareholder. A Shareholder becomes a “Defaulting Shareholder” if:
(a) (Insolvency) it becomes Insolvent;
(b) (breach of Transfer restrictions) the Shareholder breaches clause 13 of this Agreement;
(c) (change of control) a Change of Control occurs in relation to it after the date of this Agreement (unless such Change of Control is consented to in writing by the other Shareholder, with such consent not to be unreasonably withheld, delayed or conditioned);
(d) (other material breach) the Shareholder commits a material breach of any other provision of:
(i) this Agreement; or
(ii) the Company SPA, which, in each case, is not reasonably capable of being remedied or, if that breach is reasonably capable of being remedied, the breach is not remedied to the satisfaction of the Non-Defaulting Shareholder within 30 days from the date of receipt of a written notice of the breach by the Defaulting Shareholder from the Company or the other Shareholder setting out reasonable details of the relevant breach; and
(e) (cross-default) any of the Management Agreements or the ▇▇▇▇▇▇▇ Services Agreement is terminated (or the supply of any or all of the services under any of those agreements is cancelled, which for the avoidance of doubt does not apply in the case of reduction of services under any of those agreements) as a result of:
(i) breach by the Shareholder or its Affiliates under any of those agreements;
(ii) “Change of Control” (as defined thereunder) of the Shareholder or its Affiliates under any of those agreements; or
(iii) Insolvency (or similar) of the Shareholder or its Affiliates under any of those agreements.
Defaulting Shareholder. Section 3.5
Defaulting Shareholder