JV Agreement. At the Time of Closing, the Parties shall, and shall cause their respective Members and the JV Company to, enter into the JV Agreement and shall take all actions and steps necessary to ensure that the Constating Documents and other corporate records of the JV Company are consistent with and reflect the ownership structure of the JV Company contemplated by this Agreement.
JV Agreement. With effect following the execution of the funding and amendment agreement by and among the Borrower, the SMM Subsidiary and Sumitomo Metal Mining Co. Ltd. in connection with the JV Agreement and dated on or about December 19, 2022, the Borrower shall not amend, supplement, restate, modify, replace, terminate or waive any terms of the JV Agreement in a manner adverse to the interest of the Lenders.
JV Agreement. 4.20 Merger...........................................................................
JV Agreement. Nothing in this Agreement shall vary or alter the terms of the JV Agreement.
JV Agreement. Upon Closing, the JV Agreement shall automatically terminate. The provisions of the JV Agreement that by nature survive, shall continue to remain in effect as applicable. In the event Seller has materially breached this Agreement and such breach is not remedied within 30 days, or consummation of same would have a Material Adverse Effect on the Surviving Pubco, the Surviving Pubco (subject to the provisions of Section 9 below and Applicable Law) shall be entitled to elect, in lieu of the consummation of either the Put Option or Call Option, to terminate the JV Agreement and to have assigned to it any assets or contracts material to the operation of Ability in consideration of the Put Option Consideration.
JV Agreement. In the event of a discrepancy between this Agreement and the JV Agreement, the provisions of the JV Agreement shall prevail.
JV Agreement. For the benefit of TSA, Global hereby agrees to be bound ------------ by and subject to all of the provisions of Sections 3.4, 3.7, 10.1 and 11.2, the last sentence of Section 2.21 and the last sentence of Section 6 of the Venture Agreement as if it were GSI and a party thereto.
JV Agreement. Date: 27 May 2010 Parties: x. Xxxx Xxx Xxxx International ii. Xx. Xx Xxxxx xxx. Xxxx Xxx Xxxx Investment iv. Taiyitang Technology v. Mr. Xxxxx Xxx xx. Mr. Xxx Xxx Scope of Business: Promoting health preserving by use of traditional Chinese medicine, traditional Chinese medicine clinical services, special treatments and diet therapy, etc. Registered Capital and Capital Contribution RMB8,000,000, to be contributed as follows: (i) 41% by Xxxx Xxx Xxxx International in cash (i.e. RMB3,280,000) (ii) 29% by Xx. Xx Xxxxx in cash (i.e. RMB2,320,000) (iii) 10% by Xxxx Xxx Xxxx Investment in cash (i.e. RMB800,000) (iv) 10% by Taiyitang Technology in cash (i.e. RMB800,000) (v) 5% by Mr. Xxxxx Xxx in xxxx (i.e. RMB400,000) (vi) 5% by Mr. Xxx Xxx in cash (i.e. RMB400,000) The amount of the total registered capital of the JV Company was determined after arm's length negotiations by reference to the proposed capital requirement for the business of the JV Company. Other than the registered capital set out above, there is no further financial commitment that is required to be contributed by the parties to the JV Company. Term: 10 years from the date of issue of the business license of the JV Company Profit Distribution: The profit of the JV Company available for distribution shall be distributed to the parties in proportion to their respective share of actual contribution to the registered capital. Board Composition: The board of directors of the JV Company shall comprise of three (3) directors, where the Xxxx Xxx Xxxx International will be entitled to nominate two (2) directors and Xx. Xx Xxxxx will be entitled to nominate one (1) director. The Chairman of the board of directors of the JV Company shall be a director nominated by Xxxx Xxx Xxxx International.
JV Agreement. The Collateral Manager is a wholly owned subsidiary of Owl Rock Core Income Corp. Owl Rock Core Income Corp. may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), enter into an agreement (the “JV Agreement”) with one or more Persons (the “Approved Third-Party Member”) identified to the Borrower and the Administrative Agent prior to the date thereof to govern the Collateral Manager and create a joint venture between Owl Rock Core Income Corp. and the Approved Third-Party Member (such event, the “JV Transaction”).
JV Agreement. For greater certainty, until the issuance of the M Grupo Consideration Shares in accordance with Section 2.1 above, the Joint Venture Agreement and the Letter Agreement will remain in effect.
