Salient Terms of the Shareholders Agreement Clause Samples
Salient Terms of the Shareholders Agreement. (“SHA”)
3.1 The JVCO formed will conduct its business under the name of RANCHA POWER SDN. BHD. and shall be considered as a joint venture between the Parties in all respects, and no event shall the SHA be construed to create a partnership or any other fiduciary relationship between the Parties.
3.2 Structure of the JVCO:
3.2.1 RPSB was incorporated on 31st December 2024 as a wholly-owned subsidiary of ENERGIA with two (2) units of ordinary shares issued at RM2.00.
3.2.2 Subsequent to the signing of the SHA, RPSB shall further allot eight (8) units of ordinary shares; in which ENERGIA, SPSB and SEC POWER shall subscribe and pay for the shares in accordance with their equity shareholding proportions and thereafter to maintain the shares in the JVCO as following percentage as set out below: Shareholders Percentage of total number of issued shares held ENERGIA 60% SPSB 20% SEC POWER 20% TOTAL 100%
3.2.3 The share capital of the JVCO may be increased by amounts as determined by the Board and to be approved by the Parties. The ordinary share capital for the JVCO shall be of up to Ringgit Malaysia Ten Million (RM10,000,000.00) only.
3.2.4 The issuance of any new shares and/or Redeemable Preference Shares (“RPS”) shall be determined by the Board of RPSB; including the rights attached to it in the case of RPS to meet the capital requirements for the Project.
3.3 Scope of JVCO business includes, among others: -
3.3.1 Overall co-ordination and strategic management of the Project;
3.3.2 Undertake the design, engineering, procurement, construction, commissioning, ownership, operation and maintenance of the Power plant;
3.3.3 Purchase of natural gas for the Power Plant from the supplier;
3.3.4 Undertake the production, marketing, sale and delivery of electricity from the Power Plant to the agreed delivery points through the execution of the Power Purchase Agreement (“PPA”) for the selling and buying of electricity to be produced by the Power Plant; and
3.3.5 Execute the required agreements in relation to the Project, including the Gas Supply Agreement, PPA, Operation and Maintenance Agreement, Land Sublease over Sublease Agreement and Land Sub-Lease Agreement, Long Term Service Agreement, Secondment Agreement etc.
Salient Terms of the Shareholders Agreement. The salient terms of the Shareholders’ Agreement are, amongst others, set out below:-
Salient Terms of the Shareholders Agreement. 3.1 The JVC shall have an initial issued and paid up capital of SGD1,000,000 divided into 1,000,000 ordinary shares.
3.2 The equity participation by ECB, Technics and ECSPL in the JVC is as follows: ECB 699,999 69.9999% Technics 300,000 30.0000% ECSPL 1 0.0001%
3.3 The JVC shall be managed by a Board of Directors consisting four (4) Directors of which three (3) shall be nominees of ECB and one (1)
Salient Terms of the Shareholders Agreement. The salient terms of the Shareholders’ Agreement are set out below.
Salient Terms of the Shareholders Agreement a. Proposed Acquisition
b. Board of directors of F&N AgriValley
c. Right to convert into Preference Shares and rights attached to Preference Shares
(i) DYMM Tuanku will have the right to convert half of his ordinary shares in F&N AgriValley into non-voting irredeemable non-convertible preference shares ("Preference Shares"). Upon DYMM Tuanku so electing, half of F&NHB's ordinary shares in F&N AgriValley will also be converted into the Preference Shares, ranking pari passu with the Preference Shares to be held by ▇▇▇▇ ▇▇▇▇▇▇ (“Conversion”).
(ii) Each ordinary share shall be converted into 1 Preference Share. Upon Conversion, the shareholding proportion of F&NHB and DYMM Tuanku in F&N AgriValley shall remain the same as the shareholding proportion prior to Conversion i.e DYMM Tuanku 30% and F&NHB 70%.
(iii) The Preference Shares shall have a right to a cumulative preferential dividend equivalent to fifteen percent (15%) of the initial subscription price of the Preference Shares, these rights to cumulative preferential dividend to be in priority to any other preferential dividend rights of any other class of preference shares issued or to be issued by F&N AgriValley unless the holders of the Preference Shares agree otherwise.
(iv) The Preference Shares shall confer no other right to participate in the capital or profits of F&N AgriValley save as provided in the constitution of F&N AgriValley.
(v) The holders of Preference Shares will not have the right to vote at any general meetings of F&N AgriValley except under the circumstances permitted under Companies Act 2016.
(vi) The Preference Shares are irredeemable and non-convertible. Accordingly, the Preference Shares have no specific tenure.
Salient Terms of the Shareholders Agreement. 3.1 Upon completion of the SOLID Subscription Agreement and the TTC Subscription Agreement, the Shares in Borneo shall be held in the proportion as set out below:- Percentage of issued ordinary shares in Borneo ("Borneo Shares") (%) SOLID 80.17 TTC 19.83
3.2 The Parties agree that upon the effective date of the Shareholders' Agreement (i.e. upon completion of the Solid Subscription Agreement and the TTC Subscription Agreement) ("Effective Date"), any new Borneo Shares to be issued by Borneo as recommended by the board of directors of Borneo shall unless otherwise agreed by Solid and TTC, be offered to each of the Parties in proportion to their respective shareholdings in Borneo at the time of the proposed new issue which at all times shall be maintained in the proportion as set out in Section 3.1 of this announcement. Provided that the board of directors of Borneo may deal with any fractions of Borneo Shares as they consider appropriate and no new shares (of any class) shall be issued without the unanimous consent of the Parties.
3.3 Solid shall be entitled to nominate and have appointed all the directors of Borneo.
3.4 Solid shall be entitled to appoint the Chairman of board of directors of Borneo. The Chairman shall not have an additional/second casting vote.
3.5 A quorum for a general meeting of Borneo shall consist of two (2) shareholders, of which one (1) must be the corporate representative of Solid and one (1) must be the corporate representative of TTC. Other than a general meeting to consider and vote on reserved matters which require the unanimous approval of Solid and TTC, TTC agrees in principle to appoint any one (1) director of Borneo to be its proxy to be present at the general meeting(s) of Borneo for the purposes of forming the quorum subject to the receipt of the relevant notice of meeting together with the form of proxy and return of the relevant form of proxy thereof to Borneo. Such proxy shall not be entitled to speak or vote on behalf of TTC unless specific instructions in writing are given to such proxy to do so. Provided that the relevant notice of general meeting and proxy form is in compliance with applicable law, TTC shall not delay or refuse to execute and return such proxy form upon receipt of notice of such general meeting.
3.6 The principal objects, activity and business of Borneo shall be:
(i) the carrying on of the business in marketing and distribution of automotive replacement parts and industrial supplies; and
(ii) such ...
Salient Terms of the Shareholders Agreement. Refer to Appendix I of this Announcement for the salient terms of the Shareholders Agreement.
Salient Terms of the Shareholders Agreement. Pursuant to the Shareholders Agreement and in consideration of the EP Contract, MJC shall invest up to Rs228 Crores for a 26% equity interest in RKM and the remaining 74% will be held by RK Power. The eventual issued and paid-up capital of RKM consisting ordinary shares of Rs10 each shall be determined as and when funds are required for the IPP Project upon a specific request / call made by RKM. Apart from the above, the other terms of the Shareholders Agreement include amongst others, clauses on the management of RKM, general meeting, financial and regulatory matters.
Salient Terms of the Shareholders Agreement. The salient terms of the Shareholders Agreement include, inter alia the following:
7.1 TRSB will, at its own cost and expense, do and complete any actions and/or undertakings that are necessary to procure Nipah Valley and the existing shareholders of Nipah Valley to undertake or complete any exercises, actions, dealings or transactions necessary, for JV Co to subscribe and acquire all the ordinary issued share capital of Nipah Valley to represent a 100% control and ownership of the ordinary issued share capital of Nipah Valley.
7.2 Members of the board of the JV Co shall be nominated by each shareholder and the number of directors of the JV Co shall be maintained at the ratio as follows:- Shareholder Ratio TRSB 3 CRECD 2
7.3 TRSB and CRECD will procure the JV Co to appoint a nominee company of CRECD as the main contractor of the JV Co for the purposes of the proposed development of the Land, which shall be subjected to the final agreement of the parties.
7.4 TRSB shall take the lead for the specific functions of the JV Co related to sales, marketing, credit management and administration and other aspects related to the business of property development of the JV Co.
7.5 CRECD shall take the lead for the specific functions of the JV Co related to the monitoring, management and supervision of the day to day construction- operational related matters of the JV Co including managing and supervising the consultants appointed for the proposed development of the Land for construction related matters.
7.6 All terms and conditions in the Shareholders Agreement shall be fulfilled within three (3) months from the date of the Agreement or any extended period of time as may be agreed between the parties thereto.
Salient Terms of the Shareholders Agreement. The salient terms of the Shareholders Agreement are as follows:-
3.1 The Company and CMI (the “Parties”) will participate in the venture through REDHILL AVENUE SDN. BHD. (Company No. 969172-X), a specific purpose vehicle (“SPV”) incorporated under the Malaysian Companies Act, 1965.
3.2 The Parties will increase the paid-up capital in the SPV, from its present RM2 comprising 2 ordinary shares of RM1 each, to RM500,000 in the following agreed proportion:- AIRB Eighty per cent (80%) 400,000 CMI Twenty per cent (20%) 100,000 100% 500,000
3.3 The source of funds to finance the SPV’s future working capital requirements and/or the Works shall be internally generated by the SPV and/or by way of borrowings at the SPV’s level. The Parties shall not assume any liabilities arising from such activities, unless mutually agreed in writing.