Joint Venture Guidelines Sample Clauses

Joint Venture Guidelines. (a) the purpose of the JV will be to maintain the Claims in good standing, seek debt and equity finance for exploration and development of the Claims; (b) each Participant may contribute their interests in the Claims to the JV; (c) the commencing participating interests (Participating Interests) in the JV will be 40% LTUM and 60% Altura and the participants will share in the costs, expenditure and products (in kind) of the JV in proportion to their Participating Interests; (d) the JV will be managed by a Joint Venture Committee with two members appointed by each of the Parties and voting pro rata on shareholding with the participation of the parties in the JV; the chairman will not have a casting vote and decisions will be by simple majority; (e) the Joint Venture Committee will determine initial and then annual subsequent programmes and budgets for the conduct of the JV; (f) he Joint Venture Committee will appoint a joint venture manager (Manager), provided that Altura will be appointed as the first Manager; (g) the Manager will have day to day management of the Joint Venture, subject to annual programmes and budgets approved by the Joint Venture Committee and subject to the relevant programme and budget, may make cash calls from time to time; (h) the parties will be subject to dilution in accordance with an agreed formula; and (i) Each Party shall grant the other a Right of First Refusal in relation to any offer considered or received in regard to each Parties equity interest, in the event of notification to either Party for any or all of their equity interest the non-selling Party will have 45 days to match or better the offer.
Sample 1
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Related to Joint Venture Guidelines

  • Investment Guidelines In addition to the information to be provided to the Sub-Advisor under Section 2 hereof, the Trust or the Advisor shall supply the Sub-Advisor with such other information as the Sub-Advisor shall reasonably request concerning the Fund’s investment policies, restrictions, limitations, tax position, liquidity requirements and other information useful in managing the Fund’s investments.

  • Guidelines The Corporation shall pay all expenses of operating, maintaining and repairing the automobile and shall procure and maintain automobile liability insurance in respect thereof, with such coverage insuring each Employee for bodily injury and property damage.

  • Trading Guidelines BNYMCM may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while an Issuance Notice is in effect (except to the extent BNYMCM may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity), (ii) in no circumstances shall BNYMCM have a short position in the Common Stock for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by BNYMCM. The Company hereby acknowledges and agrees that BNYMCM’s Affiliates may, subject to compliance with Regulation M under the Exchange Act and Section 5 of the Securities Act, if applicable, make markets in the Common Stock or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, shares of Common Stock or other securities of the Company, at the same time BNYMCM is acting as agent pursuant to this Agreement.

  • Stock Ownership Guidelines Executive will comply with all stock ownership and stock retention guidelines or policies established by the Board and the Committee, as in effect from time to time.

  • Accounting Policies and Procedures Permit any change in the accounting policies and procedures of the Company or any Guarantor, including a change in fiscal year, provided, however, that any policy or procedure required to be changed by the Financial Accounting Standards Board (or other board or committee thereof) in order to comply with Generally Accepted Accounting Principles may be so changed.

  • Cooperation Procedures The Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with information set forth in the Schedules of Home Equity Loans with respect to such Qualified Replacement Mortgage.

  • Policies and Procedures The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

  • Collection Guidelines As long as it is the Servicer, CAC will comply in all material respects with the Collection Guidelines or otherwise as required by Applicable Law in regard to each Loan and Contract.

  • Creation Procedures On any Business Day, an Authorized Participant may place an order with the Marketing Agent to create one or more Creation Baskets in accordance with this Agreement and the Procedures. For purposes of processing Purchase and Redemption Orders, a “Business Day” means any day other than a day when any of the NYSE Arca, ICE Futures Exchange or the New York Stock Exchange is closed for regular trading. Purchase orders must be placed by 12:00 PM New York time or the close of regular trading on NYSE Arca, whichever is earlier, except in the case of an Authorized Participant’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold, when such orders shall be placed by 9:00 AM New York time on the day agreed to by the General Partner and the Authorized Participant. The day on which the Marketing Agent receives a valid Purchase Order is the Purchase Order Date. By placing a Purchase Order, an Authorized Participant agrees to (1) deposit Treasuries, cash, or a combination of Treasuries and cash with the Custodian of the Fund, and (2) if required by the General Partner in its sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other over-the-counter energy transaction (through itself or a designated acceptable broker) with the Fund for the purchase of a number and type of futures contracts at the closing settlement price for such contracts on the Purchase Order Date, as specified in the Purchase Order Form (see Exhibit B). Failure to consummate (1) and (2) above shall result in the cancellation of the order. The number and type of contracts specified shall be determined by the General Partner, in its sole discretion, to meet the Fund’s investment objective and shall be purchased as a result of the Authorized Participant’s purchase of Shares. Prior to the delivery of Baskets for a Purchase Order, the Authorized Participant must also have wired to the Custodian the non-refundable transaction fee due for the Purchase Order. “Treasuries” shall be any U.S. treasury security with two years or less remaining to maturity with an aggregate market value, as determined in the sole discretion of the Administrator using the valuation procedures set forth in Exhibit D that together with any cash amount, will equal the purchase price of the Creation Basket being purchased. The total deposit required to create each basket (“Creation Basket Deposit”) will be an amount of Treasuries and/or cash that is in the same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to purchase is accepted as the number of Shares to be created under the Purchase Order is in proportion to the total number of Shares outstanding on the date the order is received. The General Partner determines, directly in its sole discretion, or in consultation with the Administrator, the requirements for Treasuries and/or the amount of cash, including the maximum permitted remaining maturity of a Treasury and the proportions of Treasuries and cash, that may be included in deposits to create Baskets. The Marketing Agent will publish such requirements at the beginning of each business day. Unless otherwise determined by the General Partner, if Treasuries and cash are to be deposited, the amount of the cash deposit required will be the difference between (i) the aggregate market value of the Treasuries required to be included in a Creation Basket Deposit as of 4:00 PM New York time on the Purchase Order Date and (ii) the total required deposit. An Authorized Participant who places a Purchase Order is responsible for transferring to the Fund’s account with the Custodian the required amount of Treasuries and/or cash by the end of the third Business Day following the Purchase Order Date, except in the case of an Authorized Participant’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold when the Creation Basket Deposit will be due by 12:00 PM New York time on the date the Purchase Order was accepted by the Marketing Agent. Upon receipt of the deposit amount, the Administrator will cause DTC to credit the number of Baskets ordered to the Authorized Participant’s DTC account on the third Business Day following the Purchase Order Date, except in the case of an Authorized Participant’s initial order to purchase one or more Creation Baskets, when the Administrator will cause DTC to credit the number of Baskets so ordered upon confirmation by the Custodian that the Creation Basket Deposit has been received by the Custodian. The expense and risk of delivery and ownership of Treasuries until such Treasuries have been received by the Custodian on behalf of the Fund shall be borne solely by the Authorized Participant.

  • Conflict of Interest Guidelines I agree to diligently adhere to the Conflict of Interest Guidelines attached as Exhibit D hereto.

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