Formation of Joint Venture Company Sample Clauses

Formation of Joint Venture Company. Prior to either party exercising the option under Section 7.1, OCLI and JDS shall upon written notice negotiate in good faith for a period of sixty (60) days following such notice and agree upon all the terms and conditions relating to the formation and operation of the Company, including but not limited to the terms set forth below. Where the parties are not able to agree on all such terms or conditions, the terms and conditions the parties have not agreed upon shall be addressed in accordance with Section 7.6 below.
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Formation of Joint Venture Company. Micron shall have formed the Joint Venture Company as a limited liability company under the laws of the State of Delaware, and the Joint Venture Company shall be validly existing and in good standing as of the Closing.
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Formation of Joint Venture Company. THE JV AGREEMENT IMPLICATIONS UNDER THE HONG KONG LISTING RULES The JV AGREEMENT
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Formation of Joint Venture Company. 7.1 Option to Form Joint Venture Company. Subject to Section 7.2 and only where the sales of WDM Products by Distributor exceeds [CONFIDENTIAL TREATMENT REQUESTED] for any four consecutive Fiscal Quarters, either party hereto may exercise an option to cause to be formed a joint venture company (the "Company"). Such option shall be exercisable by either party by giving sixty (60) days written notice thereof to the other party.
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Formation of Joint Venture Company. 2.1 Promptly following the Closing Date, NCAP and TWH shall form the Joint Venture Company as a Delaware corporation, for the purpose of developing the Website and operating the Business. The name of the Joint Venture Company shall be determined by mutual agreement of the parties.
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Formation of Joint Venture Company. The Company and Vertex hereby agree to form and capitalize a limited liability company under the laws of the State of Delaware to be known as "Southern Gas Holdings LLC" (the "Buyer"). The Buyer shall be formed solely for the purpose of acquiring the equity or assets of Southern Gas. The members interest of the Buyer shall be owned as follows:
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Formation of Joint Venture Company. On 31 October 2024, Chengdu Shimao Tiancheng, an indirect wholly-owned subsidiary of the Company, entered into the Investment Agreement with the Joint Venture Partner under which the parties agreed to establish the Joint Venture Company. The principal terms of the Investment Agreement are set out below. The Joint Venture Company will be a limited liability company to be established in accordance with the laws of the PRC and the provisions of the Investment Agreement. The proposed name of the Joint Venture Company is 蘇州茂有充新能源科技有限公司(Suzhou Maoyou Charge New Energy Technology Co. Ltd.*) and is subject to the final name as approved and registered by the relevant government authority in the PRC. The Joint Venture Company will focus on the construction, installation, operation and investment of electric vehicles charging stations and related businesses for EVs in the PRC. Pursuant to the terms of the Investment Agreement, the registered capital of the Joint Venture Company will be RMB400,000,000. The capital to the contributed by the parties to the Joint Venture Company and the shareholding of the Joint Venture Company upon its establishment will be as follows: Shareholders Capital contribution Shareholding percentage (RMB) Xxxxxxx Xxxxxx Xxxxxxxxx 196,000,000 49% Joint Venture Partner 204,000,000 51% The parties to the Investment Agreement shall make their respective capital contribution in cash within 1 month after the establishment of the Joint Venture Company. The amount of capital contribution was determined after arm’s length negotiations between the parties with reference to the initial capital requirement of the Joint Venture Company for setting up its operations. The Group intends to finance its investment in the Joint Venture Company from its internal resources. The Joint Venture Company will not have a board of directors. The Joint Venture Partner will appoint one executive director of the Joint Venture Company who will be responsible for the management and operation of the Joint Venture Company. The Joint Venture Company will not have a supervisory committee. Xxxxxxx Xxxxxx Xxxxxxxxx will appoint the sole supervisor of the Joint Venture Company. Certain material corporate matters, including (i) amendments of the articles of association of the Joint Venture Company; (ii) the increase or reduction of the registered capital of the Joint Venture Company; (iii) the transfer of equity interests in the Joint Venture Company; (iv) the merger, division, disso...
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Formation of Joint Venture Company. Walsin and E-Tek shall promptly ----------------------------------- form JV, a Taiwanese company limited by shares. The parties shall attempt, but not be obligated, to incorporate JV in Hsinchu under the Statute for the Establishment and Administration of a Science-Based Industrial Park and thereby qualify JV for various incentives provided by the laws of Taiwan. Subject to governmental approval, attached hereto as Exhibit A is the form of the Articles of Incorporation of JV. Once approved by the government, they shall become a part of this Agreement. In the event of any discrepancy between the Articles of Incorporation and the terms of this Agreement, the terms of this Agreement shall prevail as between the parties.
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Formation of Joint Venture Company 
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Related to Formation of Joint Venture Company

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Joint Venture, Consortium or Association 6.1 If the Supplier is a joint venture, consortium, or association, all of the parties shall be jointly and severally liable to the Procuring Entity for the fulfilment of the provisions of the Contract and shall designate one member of the joint venture, consortium, or association to act as a leader with authority to bind the joint venture, consortium, or association. The composition or the constitution of the joint venture, consortium, or association shall not be altered without the prior written consent of the Procuring Entity.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Joint Venture Agreement The shareholder entity designated by each ASEAN country shall negotiate and conclude, as soon as possible, a joint Venture Agreement acceptable to Malaysia and the Parties, for the setting up of an ASEAN Urea Project in Malaysia. Such joint Venture Agreement shall set out among others: The name and capital structure of the joint Venture company; Constitution of the Board of Directors of the joint Venture company: Protection of minority interests; Scope of the project and its financing.