Common use of The Shareholders Clause in Contracts

The Shareholders. 5.1. It is hereby agreed that Leman Trading and Millennium will each contribute to the Company such moneys or other as stipulated herein in order to provide the Company with the necessary capital to acquire the land on which the Hall of Fame Resort will be developed as well as to successfully develop the Hall of Fame Resort in Knysna. 5.2. The total value of the transaction shall be R162,000,000.00 (one hundred and sixty two million rand) comprising of the following: 5.2.1. The acquisition of the primary development land: R84,000,000.00 (Eighty four million rand); 5.2.2. The acquisition of the remaining development land necessary to successfully develop the Hall of Fame Resort: R36,000,000.00 (thirty six million rand); 5.2.3. Acquiring the contractual rights of SASHOF in respect of the Hall of Fame Resort: R30,000,000.00 (thirty million rand) and 5.2.4. Commission and professional fees: R12,000,000.00 (twelve million rand) 5.3. Millennium shall hold 60% (sixty per centum) and Leman Trading shall hold 40% (forty per centum) of the issued shares in the Company. 5.4. Millennium shall provide to the Company 60% (sixty per centum) of the amount required to fund this transaction which amounts to an injection of capital in the amount of R97,200,000.00 (ninety seven comma two million rand). 5.5. The shareholders, being Millennium and Leman Trading, shall further provide to the Company, in proportion to their shareholding, the following amounts as shareholders’ loans in order to provide the Company with the necessary capital to fund the initial development expenses: 5.5.1. Millennium: R22,800,000.00 (twenty two comma eight million rand). 5.5.2. Leman Trading: R15,200,000.00 (fifteen comma two million rand). 5.6. The payments due in terms hereof to the Company shall be made on the following dates and in the following manner: 5.6.1. The payment contemplated in clause 5.4 supra shall be made within 20 (twenty) business days after requested thereto by Leman Trading and shall be transferred into the Trust account of the Auditors in the currency of the Republic of South Africa. 5.6.2. The payments contemplated in clause 5.5. shall be made within 14 (fourteen) business days after the payment contemplated in clause 5.6.1. has been made and in the same manner as described in clause 5.6.1. 5.7. The Shareholders shall procure that, subject to the company’s working capital requirements as determined by the board, the company declare dividends. 5.8. No dividend shall be declared and paid to the extent that such dividend will prevent the Company from paying its debts as they become due in the ordinary course of business.