Common use of Defaulting Shareholder Clause in Contracts

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.