Formation of Joint Venture. Upon the termination of the Initial Option, provided that the Optionee has acquired its Initial Interest under Article 3 of this Agreement: (a) the Optionee and the Optionor will be deemed to have formed a joint venture for the purpose of carrying out all such acts which are necessary or appropriate, directly or indirectly, to: (i) hold the Properties and the other assets of the Joint Venture, (ii) explore the Properties for Minerals and, if feasible, develop a mine on the Properties, (iii) so long as it is technically, economically and legally feasible, operate such mine and exploit the Minerals extracted from the Properties, and (iv) carry out any other activity in connection with or incidental to any of the foregoing; (b) the Optionee and the Optionor will be deemed to have entered into a joint venture agreement in the form of a Shareholders Agreement in respect of the joint ownership of the Newco and substantially based on the terms set forth in Schedule B, and each of them will negotiate in good faith and use every commercially reasonable effort to finalize, execute and deliver a formal agreement containing such terms and any other terms and conditions as would be customary for a comparable jointly owned company holding a comparable project; (c) Expenditures, if any, in excess of those required to acquire the Initial Interest which have been or are committed to be incurred by or on behalf of the Optionee as Expenditures at the time of formation of the Joint Venture will be deemed to have been approved as Joint Venture program under the Joint Venture Agreement and each of the Optionee and the Optionor will pay its pro rata share of such costs. For greater certainty, if the Optionee has acquired a 50% Interest or a 60% Interest but the Initial Option has not yet terminated under Section 3.11 or Section 3.12, then the formation of the Joint Venture and the other provisions of this Section 5.1 will be deferred until the Initial Option is terminated or the Optionee acquires a 75% Interest under Section 3.6, whichever first occurs. Notwithstanding any other provisions of this Section 5.1 UML will promptly after the execution of this Agreement form a new subsidiary under the laws of Northern Ireland and having constating documents that are acceptable to the Optionee (the "Newco"). The Optionee and the Optionor will co-operate in having all applications for the re-issue or renewal of the Properties made in the name of Newco and shall have the Properties and Other Assets transferred to Newco.
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Formation of Joint Venture. Upon the termination of the Initial Option, provided that the Optionee has acquired its Initial Interest under Article 3 of this Agreement:
(a) the Optionee and the Optionor will be deemed to have formed a joint venture for the purpose of carrying out all such acts which are necessary or appropriate, directly or indirectly, to:
(i) hold the Properties and the other assets of the Joint Venture,
(ii) explore the Properties for Minerals and, if feasible, develop a mine on the Properties,
(iii) so long as it is technically, economically and legally feasible, operate such mine and exploit the Minerals extracted from the Properties, and
(iv) carry out any other activity in connection with or incidental to any of the foregoing;
(b) the Optionee and the Optionor will be deemed to have entered into a joint venture agreement in the form of a Shareholders Agreement in respect of the joint ownership of the Newco and substantially based on the terms set forth in Schedule B, and each of them will negotiate in good faith and use every commercially reasonable effort to finalize, execute and deliver a formal agreement containing such terms and any other terms and conditions as would be customary for a comparable jointly owned company holding a comparable project;
(c) Expenditures, if any, in excess of those required to acquire the Initial Interest which have been or are committed to be incurred by or on behalf of the Optionee as Expenditures at the time of formation of the Joint Venture will be deemed to have been approved as Joint Venture program under the Joint Venture Agreement and each of the Optionee and the Optionor will pay its pro rata share of such costs. For greater certainty, if the Optionee has acquired a 50% Interest or a 60% Interest but the Initial Option has not yet terminated under Section 3.11 or Section 3.12, then the formation of the Joint Venture and the other provisions of this Section 5.1 will be deferred until the Initial Option is terminated or the Optionee acquires a 75% Interest under Section 3.6, whichever first occurs. Notwithstanding any other provisions of this Section 5.1 UML will promptly after the execution of this Agreement form a new subsidiary under the laws of Northern Ireland and having constating documents that are acceptable to the Optionee (the "Newco"). The Optionee and the Optionor will co-operate in having all applications for the re-issue or renewal of the Properties made in the name of Newco and shall have the Properties and Other Assets transferred to Newco.or
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Formation of Joint Venture. Upon the termination of the Initial Option, provided that the Optionee has acquired acquiring its Initial Option Interest under Article 3 of this Agreementarticle 3:
(a) The Optionor and the Optionee and the Optionor will be deemed to have formed a joint venture for the general purpose of carrying out all such acts which are necessary or appropriate, directly or indirectly, to:
(i) hold the Properties interest in the Property and the other assets of the Joint Venture,
(ii) explore the Properties Property for Minerals and, if feasible, develop a mine on the Propertiesthereon,
(iii) so long as it is technically, economically and legally feasible, operate such mine and exploit the Minerals extracted from the PropertiesProperty, and
(iv) carry out any other activity in connection with or incidental to any of the foregoing;
(b) the Optionee and the Optionor will be deemed to have entered into a joint venture agreement in the form of a Shareholders Agreement in respect of the joint ownership of the Newco and substantially based , on the terms set forth in Schedule B, and each of them will negotiate in good faith between them and with Titleholder if necessary and use every commercially reasonable effort to finalize, execute and deliver a formal joint venture agreement containing such terms and any other terms and conditions as would be customary for a comparable jointly owned company holding a comparable projectjoint venture;
(c) Expenditures, if any, in excess of those required to acquire the Initial Option Interest which have been or are committed to be incurred by or on behalf of the Optionee as Expenditures at the time of formation of the Joint Venture will be deemed to have been approved as Joint Venture program expenditures under the Joint Venture Agreement and each of the Optionee and the Optionor will pay its pro rata share of such costs. For greater certainty, if the Optionee has acquired a 50% Interest or a 60% Interest but the Initial Option has not yet terminated under Section 3.11 or Section 3.12, then the formation of the Joint Venture and the other provisions of this Section 5.1 will be deferred until the Initial Option is terminated or the Optionee acquires a 75% Interest under Section 3.6, whichever first occurs. Notwithstanding any other provisions of this Section 5.1 UML will promptly after the execution of this Agreement form a new subsidiary under the laws of Northern Ireland and having constating documents that are acceptable to the Optionee (the "Newco"). The Optionee and the Optionor will co-operate in having all applications for the re-issue or renewal of the Properties made in the name of Newco and shall have the Properties and Other Assets transferred to Newco.
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Formation of Joint Venture. Upon the termination of the Initial Option, provided that the Optionee has acquired its Initial Interest under Article 3 of this Agreement:
(a) the Optionee and the Optionor will be deemed to have formed a joint venture for the purpose of carrying out all such acts which are necessary or appropriate, directly or indirectly, to:
(i) hold the Properties and the other assets of the Joint Venture,
(ii) explore the Mineral Properties for Minerals and, if feasible, develop a mine on the Properties,
(iii) so long as it is technically, economically and legally feasible, operate such mine and exploit the Minerals extracted from the Properties, and
(iv) carry out any other activity in connection with or incidental to any of the foregoing;
(b) the Optionee and the Optionor will be deemed to have entered into a joint venture agreement in the form of a Shareholders Agreement in respect of the joint ownership of the Newco and substantially based on the terms set forth in Schedule B, and each of them will negotiate in good faith and use every commercially reasonable effort to finalize, execute and deliver a formal agreement containing such terms and any other terms and conditions as would be customary for a comparable jointly owned company holding a comparable project;
(c) Expenditures, if any, in excess of those required to acquire the Initial Interest which have been or are committed to be incurred by or on behalf of the Optionee as Expenditures at the time of formation of the Joint Venture will be deemed to have been approved as Joint Venture program under the Joint Venture Agreement and each of the Optionee and the Optionor will pay its pro rata share of such costs. For greater certainty, if the Optionee has acquired a 5051% Interest or a 60% Interest but the Initial Option has not yet terminated under Section 3.11 or Section 3.12, then the formation of the Joint Venture and the other provisions of this Section 5.1 will be deferred until the Initial Option is terminated or the Optionee acquires a 75% Interest under Section 3.6, whichever first occurs. Notwithstanding any other provisions of this Section 5.1 UML will promptly after the execution of this Agreement form a new subsidiary under the laws of Northern Ireland and having constating documents that are acceptable to the Optionee (the "Newco"). The Optionee and the Optionor will co-operate in having all applications for the re-issue or renewal of the Mineral Properties made in the name of Newco and shall have the Properties and Other Assets transferred to Newco.
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Formation of Joint Venture. Upon the termination of the Initial Option, provided that the Optionee has acquired its Initial Interest under Article 3 of this Agreement:
(a) the Optionee and the Optionor will be deemed to have formed a joint venture for the purpose of carrying out all such acts which are necessary or appropriate, directly or indirectly, to:
(i) hold the Properties and the other assets of the Joint Venture,
(ii) explore the Mineral Properties for Minerals and, if feasible, develop a mine on the Properties,
(iii) so long as it is technically, economically and legally feasible, operate such mine and exploit the Minerals extracted from the Properties, and
(iv) carry out any other activity in connection with or incidental to any of the foregoing;
(b) the Optionee and the Optionor will be deemed to have entered into a joint venture agreement in the form of a Shareholders Agreement in respect of the joint ownership of the Newco and substantially based on the terms set forth in Schedule B, and each of them will negotiate in good faith and use every commercially reasonable effort to finalize, execute and deliver a formal agreement containing such terms and any other terms and conditions as would be customary for a comparable jointly owned company holding a comparable project;
(c) Expenditures, if any, in excess of those required to acquire the Initial Interest which have been or are committed to be incurred by or on behalf of the Optionee as Expenditures at the time of formation of the Joint Venture will be deemed to have been approved as Joint Venture program under the Joint Venture Agreement and each of the Optionee and the Optionor will pay its pro rata share of such costs. For greater certainty, if the Optionee has acquired a 5051% Interest or a 60% Interest but the Initial Option has not yet terminated under Section 3.11 or Section 3.12, then the formation of the Joint Venture and the other provisions of this Section 5.1 will be deferred until the Initial Option is terminated or the Optionee acquires a 75% Interest under Section 3.6, whichever first occurs. Notwithstanding any other provisions of this Section 5.1 UML will promptly after the execution of this Agreement form a new subsidiary under the laws of Northern Ireland and having constating documents that are acceptable to the Optionee (the "Newco"). The Optionee and the Optionor will co-operate in having all applications for the re-issue or renewal of the Properties made in the name of Newco and shall have the Properties and Other Assets transferred to Newco.or
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