Increase of Registered Capital. The Registered Capital of the Joint Venture may be increased by a unanimous resolution of the Board, which resolution shall stipulate the timing and other terms of such increase, with such increase subject to the approval of the Examination and Approval Authority and registration with the Registration Authority. If any Party chooses not to participate in any such additional investment in the Joint Venture, any other Party or Parties shall have the option to make the additional contribution to the Joint Venture's Registered Capital and the ownership percentages of the Parties' equity in the Joint Venture shall be adjusted accordingly.
Increase of Registered Capital. Any increase in the registered capital must be first agreed to by the Parties and unanimously approval by the Board of Directors before being submitted to the original Examining and Approving Authority of this Contract for approval. In principle, increases in registered capital will be met by the Parties in proportion to their then existing ownership interest in the Company's registered capital. Upon approval by such Examining and Approving Authority, the Company shall register the increase in registered capital with the local branch of the State Administration for Industry and Commence.
Increase of Registered Capital. 1. Capital increase resolution
2. Equal amount subscription right
Increase of Registered Capital. 6.2.1 During the term of the JV Company, upon approval by the Board and the Approval Authority, the registered capital of the JV Company may be increased or decreased in accordance with the capital requirements of the JV Company’s business scale. Any increase or decrease of the registered capital of the JV Company shall be resolved unanimously by all the directors present at a meeting of the Board. All Parties promised to sign all the necessary legal documents (including but not limited to any amendments to the joint venture contracts and the Articles of Association concerning the increase of the registered capital) and take all necessary actions (including but not limited to procure the JV Company to carry out the approval and registration procedures concerning the increase of the registered capital). Under the above circumstances, the Board shall have the JV Company valued by an independent asset valuer in accordance with the internationally accepted valuation method and the relevant laws and regulations of the PRC. Both Parties agree that the percentage of the equity interest held by Party C in the JV Company following the capital increase shall be calculated according to the following formula: Percentage of Party C’s equity interest in the JV Company immediately after the capital increase = Percentage of Party C’s equity interest in the JV Company immediately before the capital increase + Amount of Party C’s contribution x (1 - Percentage of Party C’s equity interest in the JV Company immediately before the capital increase) / Fair market value of the JV Company. The Parties hereby confirm that, upon the completion of the private placements by Party C, the “fair market value of the JV Company” in the above formula shall be the expected total value of the JV Company immediately following Party C’s contribution to the increased registered capital of the JV Company with the proceeds of private placements; For the avoidance of doubt, the Parties hereby further confirm that the dilution of Party A and Party B’s equity interest in the JV Company as a result of Party C’s contribution to the increased registered capital in accordance with the above formula shall be proportional to the dilution of the equity interest in the JV Company held by Party C before the registered capital increase.
6.2.2 Unless otherwise agreed upon in writing, both Parties shall have the right to subscribe for the increased registered capital of the JV Company (the “INCREASED REGISTERE...
Increase of Registered Capital. (a) Any increase in the Registered Capital of the Company shall require approval by a unanimous vote of all directors present in person, by telephone or videoconference or by proxy at a duly constituted meeting thereof and shall be submitted to the Original Approval Authority for examination and approval. Upon receipt of the approval of the Original Approval Authority, the Company shall register the increase in Registered Capital with the appropriate AIC.
(b) In the event either Party fails to subscribe to its share of any increase in capital as described in (a) above, which share shall be in proportion to its then existing share of the Registered Capital, or fails to pay for its share of such increase in capital, then, in addition to any other rights the Company may have against the defaulting Party, the Company may offer such portion of the increased Registered Capital to the non-defaulting, subscribing Party for subscription.
Increase of Registered Capital. (1) The registered capital may be increased during the Joint Venture Term with the written consent of the Parties and the unanimous approval of the Board.
(2) An agreement to increase the registered capital must be submitted to the Approval Authority for examination and approval before it becomes effective. Upon receipt of the approval of the Approval Authority, the CJV shall register the increase with the SAIC.
Increase of Registered Capital. 15.1 Any increase of the registered capital of the Company or any issuance of equity-related debt securities shall require a written agreement signed by all of the Parties and unanimous approval of the Board of Directors. However, in the event that the increase of the registered capital of the Company is reasonably necessary for any reason including, without limitation, the necessity of expansion of the Company's production scale, urgent necessity of operation fund and other reasons, each Party shall not unreasonably refuse to agree on the increase of registered capital. The Parties hereby acknowledge and agree that in the event that notwithstanding the necessity for increase of registered capital, not all of the Parties may be able to participate in such increase of registered capital, any Party who is able to make the capital contribution may do so in the place of the other Party, which may lead to the adjustment of shareholding structure and composition of the Board of Directors. Furthermore, in the event that any Party is prevented from making such capital contribution by operation of applicable laws and regulations, such Party may designate any third party permitted under the applicable laws and regulations, and with the other Party's consent, let such third party make the capital contribution.
15.2 Any increase in the registered capital of the Company shall be contributed by the Parties pro-rata in proportion to their shareholding ratio. In the event that any Party fails to subscribe for all or part of its share of the increase in violation of agreement on capital contribution, the other Party may subscribe for such non-subscribed portion, and the shareholding structure and composition of the Board of Directors shall be adjusted accordingly. Furthermore, in the event that any Party is prevented from making such capital contribution by operation of applicable laws and regulations, such Party may designate any third party permitted under the applicable laws and regulations, and, with the other Party's consent, let such third party make the capital contribution.
15.3 Any increase in the registered capital and any change in the shareholding ratio (including without limitation any change in the shareholders) of the Company shall be submitted to the original Approval Authority for approval thereof and shall also be duly registered with the relevant authorities.
Increase of Registered Capital. Article 1: The Parties hereby agree that the registered capital of the Company be increased from RMB1,800,000 to RMB3,000,000 and that the Increased Registered Capital of RMB1,200,000 be subscribed by Party B in full.
Article 2: Party B shall pay RMB2,400,000 to the Company as the full consideration for the subscription of the Increased Registered Capital (the “Subscription Consideration”). Of this amount, RMB1,200,000 shall be taken as the registered capital contributed by Party B to the Company and the remaining RMB1,200,000 shall be credited to the capital provident fund of the Company.
Article 3: The Subscription Consideration payable by Party B under Article 2 of this Agreement shall be paid in full to Party A within 30 working days after the conditions precedent set out in Article 13 of this Agreement have been satisfied.
Increase of Registered Capital. 4.1. As of December 31, 2009, the Company has net profit of RMB800,000 (which shall be included in the net profit excluding non operating income and extraordinary income for 2009) and the parties agree to contribute such RMB800,000 as the registered capital of the Company.
4.2. Notwithstanding anything herein to the contrary, at the Closing, the Investor shall contribute RMB5,000,000 as registered capital of the Company by wire transfer to a bank account designated by the Company in writing not less then three (3) Business Days prior to the Closing.
4.3. Within seven (7) Business Days after the Closing, the Company shall complete the changes to the industrial and commercial registration to reflect the transactions contemplated hereunder, including but not limited to the purchase of 50.01% of the equity interest of the Company by the Investor and the increase of registered capital of RMB5,800,000 of the Company and shall immediately thereafter deliver a certified copy of the Company’s updated industrial and commercial registration certificate to the Investor.
4.4. Thereafter, the registered capital of the Company shall be RMB6,300,000, with 50.01% of the equity interest of the Company being held by the Investor and 49.99% of the equity interest of the Company being held by the Original Equityholder.
4.5. The parties agree that such amount of RMB5,000,000 shall be applied as follows:
4.5.1. Any expense of more than RMB500,000 shall first be approved by the Board; and
4.5.2. Should be applied only for the following purposes:
i. The newly added human resource cost.
ii. New income expanding cost, travel cost and public relation cost, cost for the channels such as build-in platform provider, solution provider, mobile phone manufacturer, internet channel, wireless internet channel, China operators etc.
iii. Cost incurred in connection with obtaining requisite approval and authorization from any Governmental Authority.
iv. Copyright royalty.
v. Development and operation cost for mobile phone games, i.e. single phone games and mobile phone network games, including WAP and clients, personal computer games, personal computer network games, games based on other terminals and handheld terminals, such as TV, Xbox and PSP, like Iphone, Itouch, BlackBerry and MTK, and the new platforms of handheld terminals that may appear in the future.
vi. Construction and promotion of wireless internet or internet equipments for game operation.
vii. Overseas game market promotion cost....
Increase of Registered Capital. 5.6.1 If the Board of the Joint Venture Company resolves to increase the registered capital of the Joint Venture Company after the Date of Establishment, then, unless the Parties otherwise agree, each of the Parties shall have the right to contribute to the increased registered capital in proportion to such Party’s percentage share in the registered capital of the Joint Venture Company at that time.
5.6.2 Without prejudicing the effectiveness of Clause 5.6.1 above, if any Party waives its right to contribute to the increased registered capital (or any part thereof) as resolved by the Board of the Joint Venture Company, the subscribing Parties shall have the right (but not the obligation) to elect to contribute, or nominate one of its Affiliates to contribute the non-subscribing Party’s share (or part thereof) of the increase in the registered capital, in which case the percentage share of each Party (or its Affiliate(s) if applicable) shall be adjusted to reflect their actual contributions to the increased registered capital of the Joint Venture Company.
5.6.3 Details of any increase in accordance with Clause 5.6 shall be submitted to the Examination and Approval Authority for examination and approval. The Parties agree to use their respective best efforts to procure the approval by the Examination and Approval Authority of any subscription to the increased registered capital subscribed to in accordance with the foregoing terms of Clause 5.6. Upon receipt of the approval of the Examination and Approval Authority, the Joint Venture Company shall register the increase in the registered capital with the SAIC, and the Parties shall be issued new Certificates of Investment pursuant to Clause 5.4.
5.6.4 The Contribution Date for the increase of the registered capital shall be within one (1) month of the issuance of the approval of the Examination and Approval Authority as per Clause 5.6.3.
