INCORPORATION OF THE MIXED COMPANY Sample Clauses

INCORPORATION OF THE MIXED COMPANY. 3 1.1 Incorporation 3 1.2 Purpose 3 1.3 Initial Capital and Ownership Interests 3 1.4 Transactions on the Closing Date 4 1.5 Other Contributions or Loans 5 1.6 Failure to Make Contributions or Loans 5 1.7 Business Plan 6 1.8 Sole Risk Projects 7 1.9 Policies and Procedures of the Mixed Company 7 1.10 Compliance with Applicable Law 8
Sample 1
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INCORPORATION OF THE MIXED COMPANY. (a) Provided that the Incorporation Agreement is entered into, Shareholder A shall incorporate the Mixed Company through the Articles of Incorporation and By-laws and shall transfer to Shareholder B a number of shares in the Mixed Company representing forty-five percent (45%) of the issued and outstanding capital stock of the Mixed Company, which shares shall be converted into class B shares at the time of their transfer and assignment to Shareholder B. After the aforementioned transfer is completed, the shareholders of the Mixed Company will have the following number and class of shares and participation: State-owned Company: 550 Class A shares with a par value of one thousand Bolivars (Bs. 1,000) each, fully paid and subscribed, which participation represents 55% of the social capital of the Mixed Company. Minority Shareholder: 450 Class B shares with a par value of one thousand Bolivars (Bs. 1.000) each, fully paid and subscribed, which participation represents 45% of the social capital of the Mixed Company. (b) The Mixed Company shall be registered with Sole Mining Registry according to Articles 10(2) and 41 of the Organic Gold Law. (c) The Mixed Company shall develop the Mining Project and carry out primary activities provided in the Organic Gold Law, in the Delimited Areas. Shareholder B will run and operate the Mixed Company and the Mining Project. (d) Due to the inexistence of companies providing processing and smelter services in Venezuela for the minerals subject of the Mining Project, the Mixed Company will ship outside of Venezuela concentrate containing gold and copper and doré contenting gold and silver and other strategic minerals, extracted from the Delimited Areas, for further processing in smelter and refinery facilities abroad to produce gold, copper, silver and other strategic minerals which will then be sold abroad by the Mixed Company to third parties (see Annex V). The Mixed Company will keep in a bank account offshore, in dollars of the United States of America, all proceeds from the aforementioned transactions, except for: (i) the minimum amounts that are required for taxes and operating expenses, and (ii) amounts required for capital increases approved by the shareholders and that may be required from time to time to comply with the provisions in the Commercial Code of Venezuela related to capital impairment; which amounts (i) and (ii) may be converted into Bolivars from time to time at the highest foreign exchange rate possible o...
Sample 1

Related to INCORPORATION OF THE MIXED COMPANY

  • Incorporation of the Plan All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • 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.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • DEFINITIONS AND INCORPORATION BY REFERENCE

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

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