ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 2.1. In accordance with the Law of the PRC on Sino-foreign Equity Joint Venture Enterprises, the implementing regulations issued thereunder and other applicable laws and regulations of the PRC, the Parties, adhering to the principle of equality and mutual benefit and through friendly consultations, agree to establish this JVC in Shanghai Municipality, China. The JVC may establish offices in Mainland China, Hong Kong, Macao, and other countries as needed, by discussion and decision of the Board of Directors and subject to approval by the relevant governmental authorities.
2.2. The JVC shall apply for registration with the Shanghai Municipal Administration for Industry and Commerce, China. All activities of the JVC in China shall comply with the laws, decrees and regulations of China and be protected and governed by the laws of the PRC.
2.3. The JVC shall be a limited liability company. The liability of the Investing Parties shall be limited to the amounts of their respective capital contribution.
2.4. The profits, risks and losses shall be shared by the Investing Parties in proportion to their respective ownership percentage.
2.5. The JVC shall continue to perform Party A’s Contracts signed by or assigned to Party A, the basic terms and conditions of which are listed in Appendix B hereto. Party A guarantees that the relevant documents and information provided by it in Appendix B hereto are complete, true and valid.
2.6. The JVC shall be an independent economic entity and entitled to all preferential treatment granted to the Sino-foreign joint venture enterprises by the PRC government and the Shanghai Municipal People’s Government. The JVC shall have [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. full autonomy in its business operations and decide its business policies in the best interests of the JVC.
2.7. The Chinese name of the JVC shall be上海和黃藥業有限公司 . The English name of the JVC shall be SHANGHAI NO. 1 CHINESE MEDICINE CO. LTD.
2.8. The legal address of the JVC shall be： 2098 Zhennan Road, Shanghai Municipality, China (中國上海市真南路0000號).
3.1. The purpose of the JVC shall be, through the joint venture formed by the Parties, to enhance economic cooperation and technology exchanges, development and promote modernization of traditional Chinese medicines, apply advanced technology, facilities and equipment, and absorb management experience from abroad, so as to bring satisfactory econo...
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. In accordance with the Joint Venture Law, the Joint Venture Regulations, and other relevant Chinese laws and regulations, the Parties agree to establish a limited liability cooperative joint venture company pursuant to the terms of this Contract.
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 3.1 Establishment of the Joint Venture Company
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 4.1 In accordance with the "Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment," the "Regulations of the People's Republic of China on the Registration and Administration of Joint Venture using Chinese and Foreign Investment", and other relevant Chinese Laws and regulations, the Parties agree jointly to set up a joint venture limited liability company (hereinafter referred to as the "Joint Venture Company."
4.2 The English name of the Joint Venture Company is "SHANGHAI HYSTER FORKLIFT TRUCK COMPANY LTD." The Chinese name of the Joint Venture Company is . Upon the occurrence of any event specified in Section XXV of EXHIBIT A, PRODUCT TECHNOLOGY AND TRADEMARK AGREEMENT, the Joint Venture Company shall change its name and shall not use the words "Hyster" or " " in its new name. The legal address of the Joint Venture Company is Site Number 76, Jinqiao Export Processing Zone, Pudong New Area, Shanghai, People's Republic of China.
4.3 The Joint Venture Company shall be a legal person under the laws of the PRC, and all activities of the Joint Venture Company shall be governed and protected by the laws, decrees and pertinent regulations of the PRC. The formation, execution, validity, interpretation and implementation of this Contract and the settlement of disputes concerning this Contract shall be governed by Chinese Law. The governing law of any other agreement, including but not limited to the exhibits to this Contract, entered into by the Joint Venture Company in relation to this Contract, or between the parties, shall be as set out in each such contract. The Joint Venture Company may establish branches and invest in or establish joint ventures with other companies in the PRC or abroad for the pursuit of any type of business permissible under this Contract or the Business License, subject to any necessary legal approvals.
4.4 The form of the Joint Venture Company shall be a limited liability company. Each shareholder of the Joint Venture Company shall be liable only within the limit of the registered capital subscribed or to be subscribed by it. Except as otherwise agreed in writing, no Party shall have any obligation to provide funds to the Joint Venture Company in excess of the agreed portion of the registered capital set forth in this Contract. Creditors of the Joint Venture Company (including taxation and other government authorities) shall have recourse only to the assets of the Joint Venture Company for payment an...
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. (1) The Parties hereby agree to establish the Joint Venture Company in accordance with relevant Chinese laws and regulations and the provisions of this Contract. Promptly following the formal signature of this Contract by the Parties, the Parties will jointly prepare and submit the application documents and materials to the government departments, and jointly collect the official approval or registration documents from the government departments, in connection with (i) the procedure for company name pre-verification, (ii) the application procedures for the Food Distribution Permit, the Auction License and the approval of this Contract and the Articles of Association, (iii) the procedure for enterprise registration, and (iv) the procedures for post-establishment registrations (collectively, the “Government Application Procedures”).
(2) The Parties shall use all reasonable endeavours to complete the Government Application Procedures as soon as reasonably practicable and to cooperate with each other in order to complete the Government Application Procedures, which cooperation shall include:
(a) promptly providing each other (or each other's lawyers and/or outside counsel where appropriate) with any necessary information and documents reasonably required for the purpose of handling the Government Application Procedures;
(b) promptly notifying each other (or each other's lawyers and/or outside counsel where appropriate), and providing copies (or in the case of non-written communications, details), of any communications from the Examination and Approval Authority, the Registration Authority or other government bodies with respect to the Government Application Procedures;
(c) consulting, as practicable, with the other (or, where appropriate, each other's lawyers and/or outside counsel) before communicating with the Examination and Approval Authority, the Registration Authority or other government bodies with respect to the Government Application Procedures (taking into account, as appropriate, any reasonable comments and requests), and promptly informing each other (or, where appropriate, each other's counsel and/or outside counsel) of the substance of such communications after they occur;
(d) providing the other (or, where appropriate, the other's lawyers and/or outside counsel) with draft copies of all submissions and all other documents for the Government Application Procedures at such time as will allow the other a reasonable opportunity to provide comments o...
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 1.1 The Parties agree to become joint shareholders, as set forth herein, of a new corporation formed on January 9, 1997 by BSI under the laws of Venezuela, which corporation has paid in capital of US$2,200, has issued 1,000 shares of common stock and which has no liabilities as of the date of this Agreement.
1.2 The name of the newly formed corporation is Custravalca Brink's, C.A. (hereinafter referred to as "Custravalca Brink's" or the "Company"), subject to the terms of Article 10 of this Agreement and the terms of a Trademark License Agreement.
1.3 Immediately following execution of this Agreement, but not later than forty eight (48) hours prior to the Closing Date (as defined in Section 1.4 below), Valores shall:
(a) Pay to BSI the amount of US$858, for which it shall receive 390 shares of the Company (out of the total of 1,000 issued shares); and
(b) Lend to Custravalca Brink's the amount of US$7,967,817, which loan shall be non-interest bearing. The loan amount shall be wire transferred to the account of the Company; the bank and the account number for such wire transfer shall be provided prior to such transfer.
(c) Should Valores fail to pay for the shares of the Company as provided in (a) above and/or to transfer the loan amount as set forth in (b) above 48 hours prior to the Closing Date, this Agreement shall be null and void and neither Valores nor the Investors shall have any right to become shareholders of Custravalca Brink's or to otherwise own the shares of Custravalca; BSI shall have no further obligation to Valores or to any of the Investors.
1.4 At a closing with FOGADE, scheduled for January 14, 1997 (or such subsequent date, not later than January 20, 1997, that may be agreed upon by BSI and FOGADE) (the "Closing Date"), the Company shall acquire the shares of Custravalca not currently held by BSI from FOGADE. BSI's currently held shares of Custravalca shall remain with BSI and shall not be subject to transfer.
(a) As soon as practicable following the acquisition of the shares of Custravalca by the Company, the Shareholders shall take whatever action is necessary and appropriate to cause the mergers of Custravalca and Servicio Panamericano de Proteccion, C.A., a subsidiary of Custravalca, into Custravalca Brink's, C.A., with the latter being the surviving entity. The name of the Company will thereupon be changed to Brink's-Servicio Panamericano de Proteccion, C.A.
(b) Upon the merger of Custravalca into Custravalca Brink's, BSI's shares ...
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. Clause 6 All Parties have agreed to establish a Joint Venture Company in China in accordance with the Joint Venture Law, the Company Law and other PRC Laws. The Joint Venture Company will be established as an independent legal person under the laws of the PRC and will subject to the jurisdiction and protection of the laws of China, as well as the associated rights and benefits thereto. Clause 7 Name of the Joint Venture Company: Jilin Lianli (CBR) Brewing Company Ltd. Legal address of the Joint Venture Company: Juetai City, Jilin Province, China Clause 8 All activities of the Joint Venture Company shall comply with the legislations, regulations, orders and relevant rules prevailing in the PRC.
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. In accordance with the laws and regulations of the PRC, the Parties agree to jointly invest in Xx Xxx Xin Xin Semiconductor Manufacturing Corp. (“WXIC”) and establish a Joint Venture Company. The Article of the Joint Venture Company is to be defined by the Parties when this Agreement is signed.
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 3.1 Subject to the terms and conditions of this Contract and in reliance upon the representations, warranties and undertakings in this Agreement, the Parties hereby agree to establish the Company pursuant to the Articles of Association and in accordance with the Joint Venture Law, the Joint Venture Regulations and other relevant PRC laws and regulations and the provisions of this Agreement.
ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 2.1 公司的成立 Establishment of the Company
2.2 公司的名称和地址；分支机构 Name and Address of the Company; Branches
(a) 公司的中文名称为“淄博宝凯商贸有限公司”，英文名称为“Zibo Baokai Commerce and Trade Co., Ltd.”。 The Chinese name of the Company shall be “淄博宝凯商贸有限公司”, and English name of the Company shall be “Zibo Baokai Commerce and Trade Co., Ltd.”
(b) 公司的法定地址为中国淄博市开发区四宝山办事处尚庄。 The Company’s legal address is at Shangzhuang Village, Sibaoshan Sub-District Office, Hi-Tech Zone, Zibo City, PRC.
(c) 经董事会批准和政府有关部门任何必需的批准，公司可在中国境内设立必要的分支机构。 The Company may establish necessary branch offices in PRC with the approval of its board of directors and any required approval from the relevant governmental authorities.
