Formation of the JV Company. At or prior to the Closing, Peabody shall, or shall cause a wholly-owned Subsidiary of Peabody to, form the JV Company as a limited liability company under the laws of the State of Delaware. Prior to the Closing, Peabody shall cause the JV Company not to conduct any activities other than such activities as are reasonably necessary in connection with its formation and the consummation of the transactions contemplated by this Agreement. As of immediately prior to the Closing, Peabody will, directly or indirectly, own all of the outstanding limited liability company interests of the JV Company and there will not be outstanding any limited liability company interest held by any other Person, or except as expressly contemplated by this Agreement, any options, warrants, subscriptions or other rights of any Person to acquire, or any instruments that are convertible into, any limited liability company interest in the JV Company.
Formation of the JV Company. Prior to the date hereof, the JV Company has been established as a Società a responsabilità limitata organized under the laws of the Republic of Italy, with an initial capital stock of €10,000.00 which was entirely subscribed to and is entirely owned by subsidiaries of Lazard. An English translation of the Articles of Incorporation and the Bylaws of the JV Company as in effect on the date hereof are attached hereto as Exhibit A and Exhibit B, respectively.
Formation of the JV Company. The JV Company shall be a limited liability company. The liability of each of the Parties for the obligations, liabilities, debts and losses of the JV Company shall be limited to that Party’s obligation to make its respective contribution to the registered capital of the JV Company within the period required. Unless it has agreed otherwise in a separate agreement with a third party, a Party shall not be liable for any obligations or liabilities of the JV Company. Creditors of the JV Company shall have recourse only to the assets of the JV Company and shall not have any claim against the Parties for the obligations of the JV Company, and in case any creditor of the JV Company brings any actions or claims against any Party for any act of omission of the JV Company, the JV Company shall defend, at its cost, such Party and hold harmless such Party against such claims or actions or any loss or expenses incurred thereby. Neither Party shall be required to provide any further funds to or on behalf of the JV Company beyond the amount contributed by the Party under this Contract.
Formation of the JV Company. Pursuant to the terms of the Framework Agreement, the JV Company will be established with an initial registered capital of RMB2 billion, which will be contributed in cash by Greentown Real Estate and Sunac Zhidi as to RMB1 billion and RMB1 billion, respectively. The name of the JV Company shall be 上 海 融 創 綠 城 控 股 有 限 公 司 (Shanghai Sunac Greentown Holding Company Limited*), or such other name as approved by the relevant PRC regulatory authority. Upon completion of the aforesaid capital contribution, the JV Company will be owned by Greentown Real Estate and Sunac Zhidi in equal shares and will be accounted for as a subsidiary of Sunac Zhidi and hence Sunac China. The JV Company will not be a subsidiary of the Company as Greentown Real Estate will not control the majority of the board of directors of the JV Company. The Company expects that the capital commitment of Greentown Real Estate to the JV Company will be funded by internal resources of the Group. Board composition and management of JV Company The board of directors of the JV Company will consist of five directors, two of whom will be nominated by Greentown Real Estate and the remaining three will be nominated by Sunac Zhidi. The chairman of the JV Company will be nominated by Greentown Real Estate whereas the general manager and the legal representative of the JV Company will be nominated by Sunac Zhidi. The chief financial officer and the director of treasury of the JV Company will be nominated by Greentown Real Estate and Sunac Zhidi, respectively. The JV Company will be managed and operated by the general manager who will report to the board of directors of the JV Company. The JV Company will set up various management departments including human resources, finance control, cost control, sales, operation, design and other necessary departments for the purposes of managing the relevant Target Companies. The following matters shall be subject to prior approval by more than two-third of the members of the board of directors of the JV Company:
Formation of the JV Company. On 8 August 2017, the Parties entered into the Agreement in respect of the formation of the JV Company in the PRC. The major terms of the Agreement are set out as follows: Capital contribution: The registered capital of the JV Company is RMB720,000,000. The capital contribution to be made by each of the Parties in cash is set out as follows: Parties Capital contribution Approximate equity interestin the JVCompany (RMB) (%) Party A 360,000,000 50.00 Party B 60,000,000 8.33 Party C 30,000,000 4.17 Party D 30,000,000 4.17 The Other Parties 240,000,000 33.33 Total 720,000,000 100.00 Term of the JV Company: 50 years Scope of Business: The scope of business of the JV Company covers the investment, development and operation of clean energy power- related projects, including wind power generation Board Composition: The board of directors of the JV Company is the highest authority of the JV Company and consists of three directors, two of whom will be appointed by Party A and the remaining one will be jointly appointed by Party B, Party C, Party D and the Other Parties Profit Sharing: The Parties are to share the profits of the JV Company available for distribution in proportion to their respective capital contribution of the registered capital of the JV Company The capital requirement of the JV Company was determined by arm’s length negotiations among the Parties taking into account the funding requirement of the clean energy power- related projects to be invested by the JV Company in the near term. The Group intends to finance its capital commitment in the JV Company using the internal financial resources and/or bank borrowings. FINANCIAL INFORMATION OF THE JV COMPANY As at the date of this announcement, the JV Company has not been established and does not have any historical financial results. The JV Company will be accounted for as a subsidiary of the Company upon its establishment.
Formation of the JV Company. The Board is pleased to announce that on 21 January 2021, Sun Entertainment Investment, being a direct wholly-owned subsidiary of the Company, and Xx. Xxx Xxxx Xxx entered into the JV Agreement with the JV Company, pursuant to which the parties thereto agreed to inject capital into the JV Company and set out the manner in which the affairs of the JV Company are to be conducted. The major terms of the JV Agreement are set out below. THE JV AGREEMENT Date 21 January 2021 Parties
Formation of the JV Company. Upon the JV Agreement becoming unconditional, the Parties shall incorporate and establish the JV Company in Hong Kong or elsewhere in accordance with the terms of the JV Agreement such that it will be owned as to 60% by the Company and as to 40% by Mr. Xxx. Pursuant to the JV Agreement, the business scope of the JV Company will be to participate in Tender for the acquisition of Land in accordance with the relevant requirements specified by the HK Government or a PRC Governmental Body, if the Tender is successful, to take up the lease of the Land and undertake the Development by funding the same in accordance to their shareholding proportions. The Parties shall, prior to participating in any Tender, agree on the maximum price which the JV Company is prepared to pay for the identified Land. All costs and expenses incurred in connection with the Tender shall be borne by the Parties in accordance with their respective shareholding proportion, irrespective of whether the Tender is successful or not. The Company will fund the JV Company according to its shareholding interest in the JV Company by internal resources and/or other borrowings.
Formation of the JV Company. Pursuant to the Cooperation Agreement, the Company and Tanggu Marine agreed to form the JV Company.
Formation of the JV Company. Pursuant to the Cooperation Agreement, the Company and IRICO Group agreed to form the JV Company. Further details of the JV Company are set out in the JV Agreement and are disclosed under the section headed “The JV Agreement” in this announcement.
Formation of the JV Company
