Formation of the GmbH Sample Clauses

Formation of the GmbH. On the Closing Date, QIAGEN AG and BECTON GmbH shall establish or cause to be established the GmbH (the “GmbH”) under the laws of Switzerland in accordance with the Swiss Code of Obligations (the “CO”). For purposes of this Agreement, QIAGEN AG and BECTON GmbH may be referred to individually as a “Member” and collectively as the “Members”. The “Percentage Interest” in the GmbH of each of the two Members shall be fifty percent (50%). The Members shall, on the Closing Date, take all actions necessary to enter into a Joint Venture Operating Agreement (the “JV Operating Agreement”) in the form of Exhibit A-1 hereto and agree to be bound by the Organizational Rules (the “Organizational Rules”) in the form of Exhibit A-2 hereto, setting forth the rights, obligations and duties of the Members with respect to the GmbH, to assure the prompt filing of the Articles of the GmbH in the form of Exhibit B hereto (the “Articles”) with the Register of Commerce of the canton of Zurich as required by the CO, and to execute the other Ancillary Agreements to be executed and delivered on the Closing Date, all in form and substance satisfactory to each of the Parties. Except as expressly provided herein and in the JV Operating Agreement and the Ancillary Agreements, the rights and obligations of the Members with respect to the GmbH shall be governed by the CO.
Sample 1
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