INCORPORATION OF THE JVC. 4.1 The parties shall make their best endeavours to ensure that the JVC is incorporated within 14 days of execution of this agreement. In this regard each party shall provide all relevant information required for incorporation within 7 days of execution of this agreement. To the extent that one Party (the “defaulting party”) has failed to provide the relevant information within the agreed timeframe, the other party may proceed to incorporate the JVC and allocate shares to the defaulting party as soon as practicable after incorporation.
4.2 Subject to availability, the name of the JVC shall be Sadot Enterprises Limited
4.3 With regards to the incorporation and constitution of the JVC, the parties shall have regard to the following matters without limitation:
(a) Eventual Share allocation on the following basis: Sxxxx will own 70% of the equity and the remaining 30% percent of equity will be owned by CFL as the second shareholder;
(b) Sadot will own 70% and CFL will own 30% of the share capital of the JVC but the parties may agree a different structure if it becomes necessary or desirable for commercial or other reasons;
(c) once the respective parties have been allocated their shares in the JVC, the Lands shall be transferred into the JVC as CFL’s equity contribution into the JVC;
(d) adopt the Articles in an agreed form;
(e) appoint AXXXXX XXXXXXX XXXXXXXXXXXXXX such other directors as Sxxxx in its sole and absolute discretion seeks to appoint to represent its 70% shareholding as Sadot ‘s Directors and SXXXXXX XXXXXX as CFL’s sole Director with AXXXXX XXXXXXX XXXXXXXXXXXXXX as initial chair of the Board;
(f) appoint HXXXXX X XXXXXXXXXX as secretary of the JVC;
(g) resolve that the registered office of the JVC shall be as agreed between the Parties;
(h) appoint of auditors of the JVC;
(i) appoint of bankers to the JVC; and
(j) resolve that the JVC’s Financial Year shall end on 31ST December in each year.
4.4 In the instance where Sxxxx does not take up 70% of the equity at incorporation of the JVC, then upon incorporation of the JVC, CFL agrees to hold 30% of the issued shares, and the remaining 70% of the shares shall be unallotted and in free float until the Lands have been transferred into the JVC’s name.
4.5 Upon incorporation of the JVC:
(a) CFL shall:
(i) Execute Land Transfer documentation transferring 100% of the Lands into the name of the JVC;
(ii) Where Sadot has not yet been granted 70% of the equity in JVC at incorporation, execute share allotme...
INCORPORATION OF THE JVC. 3.1 As soon as practicable after the fulfilment of the Conditions in clauses 5.1.1, and 5.1.3 below, the parties shall procure that (i) the JVC be incorporated with Foodnamoo and Wing Yip as the initial Shareholders, respectively subscribing for and being issued 6 Shares and 4 Shares with consideration of HKD 1.00 per Share, with the subscription price for Foodnamoo of HKD 6.00, and for Wing Yip of HKD 4.00, all of which may remain unpaid until the Bank Account is opened (subject to call by the JVC at any time), and that (ii) such resolutions of the Shareholder and the Board be passed as may be necessary to:
3.1.1 adopt the Articles in agreed form as attached hereto as Schedule 3;
3.1.2 give the Directors the authority to, subject to receipt of relevant subscription price by the JVC, allot Shares to Foodnamoo and Wing Yip in accordance with clauses 4.3 and 4.4;
INCORPORATION OF THE JVC
