Formation of JVC Sample Clauses

Formation of JVC. 2.1 INCORPORATION Promptly after the Effective Date of this Agreement, the Investor shall cause the JVC to be incorporated in the form of a German GmbH (Gesellschaft mit beschrankter Haftung), or be incorporated by using an existing German GmbH. In connection with the foregoing action the Investor shall cause the JVC to adopt the charter documents (GmbH Shareholders' Agreement and Rules of Procedure for the Advisory Board) which shall include but not be limited to the identity and voting rights of the Advisory Board and Shareholders of the JVC and which are substantially in the form of Exhibits D and E hereto.
Sample 1Sample 2
AutoNDA by SimpleDocs
Formation of JVC. 2.1 JVC will be formed as a limited liability company with the name of _________________ or such other name as may be mutually agreed and approved by the regulatory authorities in State of Wyoming. The registered office of JVC will be situated at such place as shall be mutually agreed. 2.2 JVC will be a limited liability company in accordance with the laws of the State of Wyoming. The liability of the Shareholder in JVC will be limited to their respective investments on this issued and paid-up capital. 2.3 The Memorandum and Articles of Association of JVC shall reflect the terms of this Agreement and be in such form as may be agreed among the Parties. It is agreed that as among the Parties this Agreement shall prevail and have an overriding effect, notwithstanding anything contained in the Memorandum and Articles of Association of JVC. In the event of any inconsistency between this Agreement and the Memorandum and Articles of Association of JVC, the Parties agree and confirm that this Agreement would prevail and that they would be bound by this Agreement and that they would forthwith take steps to amend the Memorandum and Articles of Association of JVC so as to remove such inconsistency.
Sample 1
Formation of JVC. The Participants hereby agree to form the JVC on the terms set forth in this Agreement.
Sample 1
Formation of JVC. Upon exercise of the Second Option, the Parties will be deemed to have entered into a joint venture and Xxxx and CME or their successors or assigns shall form a joint venture company (a “JVC”) under the laws of such jurisdiction as shall be chosen by the Parties , which shall become the parent of MexCo as the JVC’s wholly owned subsidiary . MexCo shall be the registered Holder of the Xxx Xxxxx Project and other Assets, and if that the Iron Ore Option is exercised and CME retains its right to 50% of the Iron Ore Properties in accordance with section4.9, MexCo shall be the registered Holder of the Iron Ore Properties . The sole business of the JVC and the MexCo shall be to acquire the Xxx Xxxxx Project and other Assets, and as applicable the Iron Ore Properties, and to explore, develop and to mine and treat ores and sell the Products from the Concession Area.
Sample 1
Formation of JVC. 2.1 Caterpillar and Xxxxxxx shall cause the JVC to be organized and registered as a corporation under the laws of the State of Delaware as soon as reasonably possible following the date of this Agreement. 2.2 The Certificate of Incorporation and the Bylaws of the JVC shall be, in form and substance, as agreed by the parties. (a) The capital of the JVC shall consist of 2000 shares of $100. par value, voting, fully paid and non-assessable common stock. Each party agrees to purchase 1000 shares thereof. (b) Caterpillar agrees to loan $1,000,000.00 in cash to the JVC to be spent on development and engineering of the "Products". The loan shall be evidenced by a JVC interest-free note having the following characteristics: 50% of the principal shall be payable in six months from the last launch (take order) date of the "Products" set forth in Exhibit 1. The balance of the loan shall be repaid eighteen months after the aforesaid launch (take order) date.
Sample 1
Formation of JVC 
Sample 1

Related to Formation of JVC

  • 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.

  • 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.

  • Formation of LLC THIS OPERATING AGREEMENT (“Agreement”) is entered into on , by the following: Single-Member: _ _, with a mailing address: _ _ (“Member”). The Member in the above-described Limited Liability Company (“LLC”) agrees as follows:

  • Formation and Name Office; Purpose; Term

  • FORMATION OF CONTRACT This proposed purchase contract, which incorporates by reference these General Provisions and all other terms and conditions set forth in this proposed purchase contract (collectively, the “Contract”), is Buyer's offer to purchase the services and any related goods, materials, and/or other deliverables (collectively, the “Services”) described in this offer. Acceptance is strictly limited to the terms and conditions included in this offer. Unless specifically agreed to in writing by Xxxxx's Authorized Procurement Representative, Xxxxx objects to, and is not bound by, any term or condition that differs from or adds to this offer. Seller's commencement of performance or acceptance of this offer in any manner shall conclusively evidence acceptance of this offer as written. Seller’s provision of the Services shall be governed solely by this Contract. Xxxxx and Seller are referred to herein as a “Party” or collectively as the “Parties.”

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Reproduction of Agreement Copies of this Agreement shall be printed at the expense of the Board within thirty days after the Agreement is signed and presented to all teachers now employed, hereafter employed, or offered a contract for employment by the Board. The Board shall furnish ten copies of this Agreement to the Association for its use. Each employee will have a copy delivered by e-mail. There will be at least two hard copies available in each attendance center. The agreement will be placed on the district website.

  • Incorporation of Documents Section 0100, Standard Purchase Definitions, is hereby incorporated into this Contract by reference, with the same force and effect as if they were incorporated in full text. The full text versions of this Section are available, on the Internet at the following online address: xxxxx://xxxxxx.xxxxxxxxxxx.xxx/purchase/downloads/standard_purchase_definitions.pdf

  • Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!