JV Company. The JV Company, which will be based in Nan’an District, Chongqing, the PRC, will be entitled to the rights as the sole transferee of the hobbing and grinding gear products and technologies provided by Chongqing Machine Tools and XXXX. On the basis of the intelligent manufacturing and packaged solutions of gear machine tools, the JV Company will provide comprehensive assembly-line manufacturing solutions focusing on intelligent factories and digital workshops (Industry 4.0) to global clients (except American and European markets) in the automobile industry and other industries.
JV Company. 4.1.1. JV Company shall be a corporation incorporated in Brazil governed by Law N. 6.404/76, the By-laws and the Shareholders’ Agreement.
4.1.2. The corporate name of the JV Company shall be R & A Adoçantes S.A. and the JV Company’s headquarters shall be located at São Paulo State.
4.1.3. As of the Closing Date, JV Company shall have an issued share capital of R$5.000.000,00 (five million Brazilian reais) represented by 5.000.000 (five million) common Shares of R$ 1.00 (one Brazilian Real) each held as follows:
(a) 2.500.000 (two million and five hundred thousand) common Shares held by Raízen;
JV Company. All of the outstanding capital stock of the JV Company is owned directly by subsidiaries of Lazard. Except in connection with its incorporation or organization or as contemplated by this Agreement, the JV Company did not engage in any business activities of any type whatsoever or incur any Liabilities from its formation until immediately prior to the LIC Effective Time other than the Liabilities set forth in the financial statements of the JV Company as of October 31, 2002 attached hereto as Schedule 7.3(c) and any liabilities incurred in the ordinary course of operation of the JV Company from the date of such financial statements until the LIC Effective Time and except as contemplated by this Agreement. As used in this Article VII, the term Ancillary Agreement shall not be deemed to refer to the Note Purchase Agreement or the Deed of Contribution, each of which sets forth therein all of the representations and warranties of the Parties with respect thereto.
JV Company. The Proposed Joint Venture brings together two (2) leading telecommunication and digital technology companies in Southeast Asia with the aim of tapping into the high demand for data centre services which is propelled by, among others, rapid digitalisation and increased adoption of emerging technologies such as cloud computing, AI and e-commerce. Working with a partner with a proven track record and capabilities such as Singtel to develop the Proposed Data Centre serves as an important milestone for TM in achieving its long-term data centre strategy as it will help strengthen TM’s foothold in the data centre landscape in Malaysia. Additionally, the Proposed Joint Venture allows TM to enjoy synergistic benefits and provide greater value to its customers while growing its data centre business via various initiatives such as partnerships with strategic investors. With supportive government policies and readily available infrastructure coupled with the comparative advantages of the Land, the Proposed Data Centre is well-positioned to fulfill the requirements of customers and capture spillover opportunities from (i) the region, in light of capacity constraints particularly in Singapore where stringent conditions have been imposed for the construction of data centres; and (ii) global players as a result of, among others, the ongoing geopolitical conflicts and uncertainties. The Proposed Joint Venture serves as a mutually beneficial partnership for TM and Singtel in navigating the fast-developing digital landscape in Malaysia. Notably, the Proposed Joint Venture is expected to yield a positive outcome and long-term financial benefits for the Group.
JV Company. The place of the incorporation of the JV Company will be the Economic and Technological Development Zone of Changshou District, Chongqing. The scope of operation principally includes technology development and consultancy services of construction materials and metallurgical products; recycling and sales of recyclable resources; recycling, sorting, processing and sales of steel slag, dust removal ash (mud), waste resistant materials and desulphurization gypsum; processing and sales of blast furnace slag; sales of slag powder; processing and treatment of non-metallic waste and debris.
JV Company. The registered capital of the JV Company shall be RMB500 million (equivalent to approximately HK$588 million). The Subsidiary shall contribute RMB300 million (equivalent to approximately HK$353 million) and Tianjin Co shall contribute RMB200 million (equivalent to approximately HK$235 million) into the registered capital of the JV Company and the JV Company shall be owned as to 60% by the Subsidiary and 40% by Tianjin Co. The amount of the capital contribution to be injected by the parties into the JV Company was determined after arm’s length negotiations among the parties with reference to the JV Company’s capital requirements for its future business development and shall be paid in cash. The Group’s portion of the capital contribution is expected to be funded by the Group’s internal funds. The JV Company will be, held as to 60% by the Group and, accordingly, be accounted for as a subsidiary of the Company.
JV Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of Promethera Therapeutics, JV Company and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Sub-license of Licensed IP Promethera Therapeutics agrees to grant to the JV Company an exclusive sub-license under the Licensed IP to use, develop, distribute, commercialize, manufacture, promote, sell, offer for sale, import and export the relevant Products in the Territories in all uses in humans, the detailed terms of which shall be substantially the same as those under the sub-license agreement between Promethera Biosciences and the JV Company executed on 28 July 2020. The Sub-License Agreement Term Sheet sets out key additional commercial terms to be incorporated into a definitive Sub-License Agreement. The definitive Sub-License Agreement is subject to the conditions that the investment under the Investment and Shareholders Agreement is completed by the Long Stop Date and the shares owned by Promethera Therapeutics in the JV Company being transferred to Xxxxx Xxxx by the Long Stop Date. Manufacturing and Supply Upon request by the JV Company, Promethera Therapeutics shall supply quantities of the relevant Products in finished product form sufficient for clinical trials at cost. Within 6 months of the execution of the Sub-License Agreement, Promethera Therapeutics shall conduct a technology transfer of clinical and commercial scale manufacturing processes and related know-how to the JV Company, or to a GMP manufacturer determined by the JV Company. If there is any intellectual property owned or controlled by Promethera Therapeutics that are necessary or reasonably useful for manufacturing the Products in the Territories (‘‘Manufacturing IP’’), Promethera Therapeutics shall grant the JV Company an exclusive, royalty free and sub-licensable through multiple tiers license under the Manufacturing IP to use, develop, manufacture and commercialize the Products in the Territories in all uses in humans. Reasonable out-of-pocket costs in connection with the technology transfer shall be borne by the JV Company. The JV Company shall then have two years to build up manufacturing capacity before assuming responsibilities for the manufacturing of the Products. Promethera Therapeutics further agrees to provide ongoing reasonable technical support if requested by the JV Company. Royalties and Proceeds...
