JOINT VENTURE BETWEEN THE SURVIVING CORPORATION AND NSDI Sample Clauses

JOINT VENTURE BETWEEN THE SURVIVING CORPORATION AND NSDI. Following the Closing and subject to the occurrence thereof, the Surviving Corporation and NSDI each agree to enter into good faith negotiations for the purpose of reaching mutual agreement on or before December 31, 1998 for the formation of a joint venture entity to be owned equally by the Surviving Corporation and NSDI, which entity shall pursue and establish telemarketing service centers in international markets (other than Canada). The agreement establishing such joint venture shall generally provide that (a) NSDI shall construct such service centers and establish training programs for the joint venture, (b) the Surviving Corporation shall be responsible for the costs of such construction and training, (c) NSDI shall notify the Surviving Corporation of any international market (other than Canada) that NSDI desires to serve and shall give the Surviving Corporation a 30-day option to have such market served by the joint venture rather than NSDI, (d) in the event that the Surviving Corporation determines that such international market should not be served by the joint venture (or the Surviving Corporation fails to respond within such 30-day period), NSDI shall be permitted to serve such international market on its own, (e) all profits of the joint venture shall be split equally between NSDI and the Surviving Corporation, with the calculation of such profits subject to audit rights to be mutually agreed upon in such joint venture agreement, and (f) at the end of three years after the formation of the joint venture, the Surviving Corporation shall have the option to purchase NSDI's 50% interest in the joint venture at a price determined pursuant to terms and conditions which shall be specified in the joint venture agreement; and, in the event the Surviving Corporation does not exercise such option, NSDI shall have the option to purchase the Surviving Corporation's 50% interest in the joint venture at a price determined pursuant to terms and conditions which shall be specified in the joint venture agreement. The foregoing provisions of this Section 7.9 are intended to represent only non-binding understandings of IntraTel, SubCorp and NSDI. In the event that NSDI and the Surviving Corporation are unable to agree upon the terms of such joint venture agreement by December 31, 1998, the obligation to establish such joint venture shall terminate and no party hereto shall have any further rights or obligations pursuant to this Section.
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Related to JOINT VENTURE BETWEEN THE SURVIVING CORPORATION AND NSDI

  • The Surviving Corporation Section 3.01.

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Surviving Corporation 6 Tax...........................................................................17

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Officers of Surviving Corporation The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • 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.

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