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.
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.
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...
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.
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:
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.
Formation of Joint Venture Company. THE JV AGREEMENT IMPLICATIONS UNDER THE HONG KONG LISTING RULES The JV AGREEMENT
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.
Formation of Joint Venture Company
