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 On 10 March 2017, Hua Ju Energy, a subsidiary of the Company entered into the JV Agreement with Yankuang Group for the formation of the JV Company. Pursuant to the JV Agreement, the JV Company will be owned as to 75% by Yankuang Group and 25% by Hua Ju Energy. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As the controlling shareholder directly and indirectly holding approximately 56.59% equity interest of the Company as at the date of this announcement, Yankuang Group is a connected person of the Company for the purpose of the Hong Kong Listing Rules. Entering into of the JV Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Since the highest applicable percentage ratio set out in the Hong Kong Listing Rules in respect of the formation of the JV Company exceeds 0.1% but is less than 5%, the transaction is subject to the reporting and announcement requirements but exempted from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. On 10 March 2017, Hua Ju Energy, a subsidiary of the Company, entered into the JV Agreement with Yankuang Group for the formation of the JV Company. Pursuant to the JV Agreement, the JV Company will be owned as to 75% by Yankuang Group and 25% by Hua Ju Energy. The JV AGREEMENT Date: 10 March 2017
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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. Section 1.a
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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. 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. 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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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.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • 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.

  • 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.

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