Common use of New Capital Clause in Contracts

New Capital. (a) In the event that the Company from time to time requires capital in addition to the aggregate Capital Commitments and the Board of Directors approves pursuant to Section 3.2(b)(x) the raising of additional capital ("New Capital") by the Company, and such issuance satisfies the other requirements of Luxembourg law, each Shareholder shall have the preferential right to subscribe to such New Capital in proportion to its Share Percentage as of the date of the notice described in Section 2.8(c). (b) The Shareholders acknowledge and agree that upon the written request of any Shareholder, the Board of Directors shall promptly determine, in its sole discretion, whether or not to approve the issuance of New Capital and the terms of such New Capital. (c) Promptly following a decision of the Board of Directors to issue New Capital, the Company shall provide to each Shareholder a written notice (a "New Capital Notice") specifying the total amount of the New Capital proposed to be issued and the amount and terms of such New Capital for which each Shareholder is entitled to subscribe. (d) For a period of thirty (30) days following the date of the New Capital Notice, each Shareholder may elect by written notice to the Company (a "Subscription Notice") to subscribe for all or any portion of that amount of New Capital for which the Shareholder is entitled to subscribe as set forth in the New Capital Notice. (e) At the end of such thirty (30) day period, (i) the Company shall give to each Shareholder written notice of which Shareholders have subscribed for New Capital and the amount of such New Capital for which each such Shareholder has subscribed and (ii) in the event that any Shareholder does not subscribe for the full amount of New Capital for which such Shareholder is entitled to subscribe, the Company shall give to each Shareholder that had subscribed for the full amount of New Capital for which it was entitled to subscribe (a "Fully Subscribed Shareholder") written notice (a "Further Capital Notice") specifying the amount of such unsubscribed New Capital. For a period of fifteen (15) days from the date of any Further Capital Notice, each Fully Subscribed Shareholder may elect, by giving a Further Subscription Notice to the Company, to subscribe for all or any portion of the additional unsubscribed New Capital, which shall be allocated in the following order of priority: first, ratably to the Fully Subscribed Shareholders in accordance with each Fully Subscribed Shareholder's Share Percentage, to the extent the Fully Subscribed Shareholders have elected to do so and second, if any Fully Subscribed Shareholders have subscribed for more unsubscribed New Capital than has been allocated pursuant to the clause first above, ratably to such Fully Subscribed Shareholders in accordance with the unfulfilled subscriptions of such Fully Subscribed Shareholders. (f) Each Subscription Notice shall constitute a binding commitment of the Shareholder giving such notice to purchase from the Company the amount of New Capital set forth therein, at the price, by the date and on the terms and conditions set forth in the New Capital Notice or the Further Capital Notice, as the case may be, and shall be enforceable by the Company against the subscribing Shareholder. (g) After completion of the procedure set forth in Section 2.8(e), the Company may issue any New Capital not subscribed for by the Shareholders pursuant to this Section 2.8 to any other Person; provided that such issuance shall have first been approved by the Shareholders as required by Section 3.4(f)(iv). (h) Contemporaneously with the delivery to the Company of the New Capital, the Company shall, and the Shareholders agree to take all actions necessary to cause the Company to, execute all certificates, instruments, amendments and other documents and take such other actions as are reasonably necessary or desirable to issue the New Capital. (i) The number of Common Shares to be issued in connection with such New Capital shall be determined by the Board of Directors promptly following the approval by the Shareholders in accordance with Section 3.4(f)(iv) of a decision to issue New Capital. (j) The preferential rights of the Shareholders in this Section 2.8 shall not apply with respect to issuance of options, warrants or other rights to purchase Common Shares pursuant to an employee incentive plan approved by Supermajority Board Approval of the Board of Directors.

New Capital. (a) In the event that the Company from ----------- time to time requires capital in addition to the aggregate Capital Commitments and the Board of Directors approves pursuant to Section 3.2(b)(x3.2(b) the raising of additional capital ("New Capital") by the Company, and such issuance satisfies the other requirements of Luxembourg law, each Shareholder shall have the preferential right to subscribe to such New Capital in proportion to its Share Percentage Interest as of the date of the notice described in Section 2.8(c). All New Capital shall be in the form of loans to the Company ("Shareholder Loans"), unless the Board of Directors approves the issuance of New Capital in a form other than debt. Shareholder Loans may be made directly by a Shareholder or by an Affiliate of a Shareholder. No Shareholder shall transfer, or allow any Affiliate of such Shareholder to transfer, any Shareholder Loan except (i) to an Affiliate of such Shareholder or (ii) concurrently with, in proportion to, and to the same party as, a Transfer of any Shares by such Shareholder in accordance with Section 7.1. Each Shareholder shall transfer, and shall cause any Affiliate of such Shareholder to transfer, any Shareholder Loan concurrently with, in proportion to, and to the same party as, a Transfer of any Shares by such Shareholder in accordance with Section 7.1. If an Affiliate of a Shareholder shall cease to be an Affiliate of such Shareholder, then, prior to such time, such Shareholder shall cause such Affiliate to transfer any Shareholder Loans held by it to such Shareholder. (b) The Shareholders acknowledge and agree that upon the written request of any Shareholder, the Board of Directors shall promptly determine, in its sole discretion, determine whether or not to approve the issuance of New Capital and the terms of such New Capital. (c) Promptly following a decision of the Board of Directors to issue New Capital, the Company shall provide to each Shareholder a written notice (a "New Capital Notice") specifying the total amount of the New Capital proposed to be issued and the amount and terms of such New Capital for which each Shareholder is entitled to subscribe. (d) For a period of thirty sixty (3060) days following the date of the New Capital Notice, each Shareholder may elect by written notice to the Company (a "Subscription Notice") to subscribe for all or any portion of that amount of New Capital for which the Shareholder is entitled to subscribe as set forth in the New Capital Notice. (e) At the end of such thirty sixty (3060) day period, (i) the Company shall give to each Shareholder written notice of which Shareholders have subscribed for New Capital and the amount of such New Capital for which each such Shareholder has subscribed and (ii) in the event that any Shareholder does not subscribe for the full amount of New Capital for which such Shareholder is entitled to subscribe, the Company shall give to each Shareholder that had subscribed for the full amount of New Capital for which it was entitled to subscribe (a "Fully Subscribed Shareholder") written notice (a "Further Capital Notice") specifying the amount of such unsubscribed New Capital. For a period of fifteen (15) days from the date of any Further Capital Notice, each Fully Subscribed Shareholder may elect, by giving a Further Subscription Notice to the Company, to subscribe for all or any portion of the additional unsubscribed New Capital, which shall be allocated in the following order of priority: first, ratably to the Fully Subscribed Shareholders in accordance with each Fully Subscribed Shareholder's Share Equity Percentage, to the extent the Fully Subscribed Shareholders have elected to do so and second, if any Fully Subscribed Shareholders have subscribed for more unsubscribed New Capital than has been allocated pursuant to the clause first above, ratably to such Fully Subscribed Shareholders in accordance with the unfulfilled subscriptions of such Fully Subscribed Shareholders. (f) Each Subscription Notice shall constitute a binding commitment of the Shareholder giving such notice the same to purchase from the Company the amount of New Capital set forth therein, at the price, by the date and on the terms and conditions set forth in the New Capital Notice or the Further Capital Notice, as the case may be, and shall be enforceable by the Company against the subscribing Shareholder. (g) After completion Any New Capital in the form of debt shall have priority of repayment of all principal and interest over any distribution of profits or any distribution in return of capital by the procedure set forth in Section 2.8(e), Company to the Shareholders. (h) The Company may issue any New Capital not subscribed for by the Shareholders pursuant to this Section 2.8 to any other Person; provided that such issuance shall have first been approved by the Shareholders Board of Directors as required by Section 3.4(f)(iv3.2(b). (hi) Contemporaneously with the delivery to Promptly following receipt by the Company of the New Capital, the Company shall, and the Shareholders agree to take all actions necessary to cause the Company to, execute all certificates, instruments, amendments and other documents and take such other actions as are reasonably necessary or desirable to issue effect the New Capitalforegoing contribution to capital. (ij) The In the event the New Capital is in the form of additional equity, the number of Common Shares to be issued in connection with such New Capital shall be determined by the Board of Directors promptly following at the time of the approval by the Shareholders in accordance with Section 3.4(f)(iv) Board of Directors of a decision to issue New CapitalCapital in a form other than debt. (j) The preferential rights of the Shareholders in this Section 2.8 shall not apply with respect to issuance of options, warrants or other rights to purchase Common Shares pursuant to an employee incentive plan approved by Supermajority Board Approval of the Board of Directors.