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Joint Venture Company Sample Clauses

Joint Venture Company. A company or partnership that the Associate Company or a company within the [ASSOCIATE COMPANY NAME] group of companies owns jointly with a third party(ies) for a joint venture purpose.
Joint Venture Company. (a) The Parties acknowledge that certain matters relating to the Property may need to be considered and determined from time to time according to the requirements of applicable laws, taxation considerations, and the prevailing commercial practices and policies of applicable Governmental Authorities. As a result, in connection with the Joint Venture and the Joint Venture Agreement, the Parties may decide that it may be necessary or otherwise desirable to incorporate an appropriate legal entity for purposes of the Joint Venture (a “Joint Venture Company”), in which case: (i) a corporation will be promptly incorporated and organized for that purpose; (ii) the Joint Venture Agreement will be deemed to be a shareholdersagreement or operating agreement (as the case may be); (iii) the Parties, or their designated Affiliates (as the case may be), will hold such number of the issued shares or participatory interests in the Joint Venture Company as are proportionate to their respective Participating Interests in the Joint Venture at the time of incorporation of the Joint Venture Company; and (iv) the Parties, or their designated Affiliates (as the case may be), will, in a timely manner, execute the shareholders’ agreement or operating agreement (as the case may be). (b) If a Joint Venture Company is formed and if the Parties agree, title to the Assets will be transferred to the Joint Venture Company.
Joint Venture Company. Go Public and WLG may decide to form a corporate entity for the Joint Venture in the future. The terms of this Agreement shall be reflected in the organizational documents of such entity to the extent possible. To the extent that the terms of this Agreement are not incorporated into any such organizational documents, the terms of this Agreement shall remain in effect.
Joint Venture CompanyIn order to carry out the joint venture in relation to the Project, the Parties hereto have agreed to form a joint venture company (hereinafter referred to as "the JVC") to undertake such task and have agreed to enter into this Agreement for the purpose of regulating their relationship with one another and certain aspects of the affairs and their dealings in the JVC.
Joint Venture Company. The two parties have agreed to establish a joint venture bearing the name of " Kunming Xinmao Petrochemical Industry Co., LTD", in Chinese characters ", hereinafter referred to as the joint venture company. The statuary address of the joint venture Company is on the 3rd floor of Huahui Hotel. Xiaocaiyuan, Kunming, Yunnan, PR China. The joint venture company shall establish its sub-offices and subsidiary organizations in the China mainland, Hong Kong or Other countries and regions, in line with the requirements of the company, with the decision of the board of the directors and the approval of the competent authorities.
Joint Venture Company. (1) The Parties acknowledge that certain matters relating to the Assets may need to be considered and determined from time to time according to the requirements of Applicable Laws, taxation considerations, and the prevailing commercial practices and policies of applicable Governmental Authorities. As a result, in connection with any Joint Venture and any Joint Venture Agreement, the Parties may decide that it may be required or otherwise desirable to incorporate an appropriate legal entity for purposes of the Joint Venture (a "Joint Venture Company"), in which case: (a) a limited liability company or such other type of corporate entity as the parties may determine must promptly be incorporated and organized for that purpose; (b) the Joint Venture Agreement will be deemed to be a shareholders' agreement or operating agreement (as the case may be); (c) ESI and BMR will hold such number of the issued shares or participatory interests in the Joint Venture Company as are proportionate to their respective participating interests in the Joint Venture at the time of incorporation of the Joint Venture Company; and (d) ESI and BMR must in a timely manner execute the shareholders' agreement or operating agreement (as the case may be). (2) If a Joint Venture Company is formed and if the Parties agree, title to the Assets will be transferred to the Joint Venture Company after ESI and BMR (as the case may be) have obtained all applicable approvals or consents of any applicable Governmental Authority.
Joint Venture Company. (a) The parties expect to structure the Joint Venture as follows. GlobeTel shall establish a company (the "JVCo") in a jurisdiction outside Russia currently expected to be Luxembourg. The jurisdiction and corporate form of JVCo is subject to further review by the parties (including review by their tax and legal advisors). Upon both the Initial Payment being made and the initial funding being made under Clause 2.2(b)(ii) (the "Funding Date"), GlobeTel shall promptly procure that RP receive 50% of the share capital of JVCo entitling it to 50% of any dividends declared by JVCo from time to time, which may take the form of non-voting preferred shares of JVCo. RP shall pay as the purchase price or subscription price of such shares the par value of such shares. (b) If following full payment to GlobeTel of the US$600,000,000 financing contemplated by Clause 2.2 it proves to be the case that such financing is insufficient for GlobeTel to provide the equipment and Software necessary to complete the deployment of the wireless network in all the Project Cities (where such deployment is otherwise reasonably practicable), then: (i) GlobeTel (or its affiliate) shall provide or procure such further necessary equipment and transfer such to OpCo (for the avoidance of doubt, without GlobeTel receiving any equity of a JVCo Entity in return and not involving significant expenditure by OpCo) or (ii) if GlobeTel is unable to comply with its obligation under the preceding sub-clause (i), then RP shall fund the purchase of such necessary equipment and Software by purchasing GlobeTel's shares in the JVCo at the price of US$25,000,000 (TWENTY FIVE MILLION US DOLLARS) for each 5% of total Shares transferred, subject to maximum aggregate purchases under this sub-clause (B)(ii) of US$125,000,000 (ONE HUNDRED TWENTY FIVE MILLION US DOLLARS) and 25% of total Shares, provided further that the purpose of such share transfer shall only be to re-allocate dividends to RP and arrangements shall be made so that GlobeTel retains all voting and other rights associated with such transferred Shares other than the right to the dividends declared thereon following transfer.
Joint Venture Company. 1.1 and ______ agree to participate as shareholders of and joint venture partners in the JVC, and agree to exercise their respective voting rights at meetings of the members of the JVC and to cause the JVC and the Directors respectively nominated or appointed by them on the Board of Directors of the JVC to vote at Board meet- ings and otherwise in such manner as duly to perform, effectuate and implement the terms and conditions of this Agreement and to prevent the taking by it or by them or by any third party of any ac- tion contrary to, or motivated by an intention to defeat, the terms of this Agreement. 1.2 The JVC was incorporated on. . . . . . . . .
Joint Venture Company. 3.1 Before the transfer of land use right, both parties need to jointly establish a local project company, which is referred to as a JV hereinafter. 3.2 The share equity structure of JV is: Party A: 70% Party B: 30% Among which Party B contributes consultation service for share equity, and Party A pays Party B corresponding consideration of share equity for Party B’s contribution. In the event that the capital is contributed for installment or further increased, Party A also needs to pay Party B corresponding consideration of share equity for Party B’s contribution. 3.3 In order to obtain the target land use right, JV will participate in bidding for the target land. The prerequisite for Party B to enjoy and obtain any rights and fees under this Agreement is that, JV can obtain the target land use right in full compliance with Article 2.2.4 of this Agreement as undertook by Party B. 3.4 Both parties agree that the total minimum estimated profit of the Project is RMB 300 million. 3.5 As Party B will not participate in the operation of JV, Party A will be responsible for all the operation of JV (except for any matter that must be approved by the shareholders’ meeting in accordance with the Articles of Association). Both parties agree that: a. within 730 days as of the date on which JV and the government enter into a land use right transfer agreement, Party A shall provide a written offer to Party B to acquire 8.33% of the share equity of JV as held by Party B at a price not less than XXX 00 xxxxxxx xx xxxx; b. between the 730th day and 1095th day of the date on which JV and the government enter into a land use right transfer agreement, Party A shall provide a written offer to Party B to acquire 8.33% of the equity of JV as held by Party B at a price not less than XXX 00 million in cash; c. between the 1095th day and 1460th day of the date on which JV and the government enter into a land use right transfer agreement, Party A shall provide a written offer to Party B to acquire 13.34% of the equity of JV as held by Party B at a price not less than XXX 00 million; As per Party B’s written request, such consideration can be paid by cash and the area of the building. d. All interest that Party B holds in JV should and only should be the income from the transfer of all Party B’s equity at a price of XXX 00 million as mentioned above. 3.6 As this is a strategic cooperation between both parties, both parties can use the funds of JV for new projectsupon the approval of...
Joint Venture Company. 3.1 Party A and Party B agreed to jointly establish the New Dragon Asia Flour (Yantai) Company Limited (as "Joint Venture") according to the "Sino-foreign Equity Joint Venture Law of the P.R.C." and other relevant regulations in the P.R.C. 3.2 Name of the Joint Venture: (___) English name: New Dragon Asia Flour (Yantai) Company Limited Address of the Joint Venture: 10 Huancheng Road(N), Longkou, Xxxxxx, Xxxxxxxx, xxx X.X.X. Xxx Xxxxx Xxxxxxx xx xxxxxxxxxx xx Xxxxxx, Xxxxxxxx, the P.R.C. 3.3 All activities of the Joint Venture must obey the laws, orders and relevant regulations of the P.R.C. 3.4 The Joint Venture is a limited liability company. Party A and Party B, as the Joint Venture's shareholders, bear limited liability according to their respective registered capital. Party A and Party B share the profits, the losses and the risks in proportion to their respective registered capital.