Proposed Joint Venture Sample Clauses

Proposed Joint Venture. 1.1 Can-Fxxx and Morningside agree in principle to establish a joint venture to develop and commercialize certain drug candidates developed by Can-Fxxx in Greater China (comprising the People’s Republic of China,· Hong Kong, Macau and Taiwan, collectively the “Territories”). Morningside and Can-Fxxx will make such contributions to the joint venture as more particularly specified below and thereby Morningside will get equity interest in such joint venture as determined in accordance with Clause 1.3 below.
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Proposed Joint Venture. The Parties will negotiate and seek to agree terms for Phase 2
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Proposed Joint Venture. The Proposed Joint Venture represents an opportunity for the DBhd Group to enter into a joint venture with CG group of companies (“CG Group”), a reputable property developer with vast experience in property development. Being one of the largest property developers in China, the CG Group boasts an impressive track record in successfully developing large-scale developments in China, Australia and Malaysia. The Proposed Joint Venture will allow the DBhd Group to collaborate with the CG Group to jointly participate in the JV Land via the Proposed Joint Venture. The Proposed Joint Venture with the CG Group is expected to add value to the development of the JV Land and will allow the DBhd Group to leverage on the expertise, technical know- how, financial strength and sales and marketing capabilities of the CG Group for large scale property development projects. Based on the Shareholders’ Agreement, DRJ through DAC Properties will be entitled to 30% of the profits throughout the development period of the JV Project. As such, the Proposed Joint Venture is expected to contribute positively to the future earnings of the DBhd Group. The Proposed Joint Venture facilitates the DBhd Group’s settlement of the Aggregate Settlement Sum without incurring any material cash-outlay.
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Proposed Joint Venture. The following Directors of LDHB do not consider themselves independent in respect of the Proposed Joint Venture by virtue of the following:
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Proposed Joint Venture. RCSA is a private limited company incorporated in Malaysia under the Companies Xxx 0000 with an authorised share capital of RM5 million comprising 5 million ordinary shares of RM1.00 each, of which 100 ordinary shares of RM1.00 each have been issued and are fully paid up. The RM100 issued and paid up capital of RCSA are currently held in trust for Raffles by Ng Boon Yew and Ng Eet Foong in the proportion of 80% and 20% respectively. The principal business of RCSA is to develop, build, own, establish, specialize, operate and manage campus facilities for education purposes. Pursuant to the SA, Seri Alam and Raffles will acquire 51 ordinary shares and 49 ordinary shares of RM1 each respectively in RCSA at its par value. The respective shareholdings of Seri Alam and Raffles in RCSA shall be in the following proportion: Shareholders No. of ordinary shares of RM1.00 each in RCSA to be acquired pursuant to the SA Eventual Shareholding % Seri Alam 51 51% Raffles 49 49% Total 100 100% 2.1 Information on Raffles Raffles is a private limited company incorporated in Singapore under the Singapore Companies Act. Raffles is a wholly-owned subsidiary of Strategic Technology for Education and Academic Management Pte Ltd which in turn is 70% held by Strategic Foundation Ltd (a not-for-profit organization), 27.5% held by Ng Boon Yew and 2.5% held by Lai E-Lan. Based on its last audited financial statements as at 31 July 2011, the paid up share capital is SGD4,721,002. Its principal activity is in investment holding and provision of education and training services.
Sample 1
Proposed Joint Venture. Pursuant to the Framework Agreement, the JV Parties will commence strategic cooperation through the establishment of the Joint Venture Entity in relation to the exploration and development of oil and gas assets in the Project Blocks. The Joint Venture Entity will be owned as to 65% by Dingyi, 20% by Stillwater and 15% by CHUEH (or their respective designated affiliate(s)). Upon completion of satisfactory due diligence by Dingyi within the exclusivity period, the JV Parties will collectively and on behalf of the Joint Venture Entity negotiate with the Ministry of Petroleum of Niger on the Production Sharing Contract (the “PSC”) of the Project Blocks. The JV Parties aims at reaching agreement on the PSC with the Nigerien government and obtaining the oil and natural gas exploration rights within forty five (45) calendar days upon entering into the Framework Agreement. Subject to the exploration rights being obtained, the Joint Venture Entity will begin the exploration and development of the Project Blocks by setting up a wholly-owned subsidiary in Niger as the project company for local operating activities. The board of directors of the Joint Venture Entity will comprise five members, for which Dingyi will be entitled to appoint three directors, Stillwater to appoint one director and CHUEH to appoint one director. The chairman of the board of directors of the Joint Venture Entity shall be nominated by Dingyi and the vice-chairman of the board of directors of the Joint Venture Entity, who shall also be the chief executive officer of the Joint Venture Entity, shall be nominated by CHUEH. The exploration and development plan of the Joint Venture Entity needs to be approved by its board of directors, while the daily operation and management functions will be outsourced to China Petroleum Technology Service Alliance (“CPTSA”). Advance to the Joint Venture Entity Pursuant to the Framework Agreement, Dingyi shall advance the start-up capital of the Joint Venture Entity which consists of:
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Proposed Joint Venture. Following the discussions between the Parties ---------------------- hereto, the Parties are desirous of pursuing the development of a business venture through the medium of a joint venture between the two Parties to provide Prepaid calling services and Fixed Wire technology and hardware, Call Center systems and services, Fraud protection, Roaming systems, and services to telecommunications companies in areas covered by this Agreement and other mutually agreed upon countries. It is anticipated that the joint venture company would be an entity incorporated in Hong Kong (assuming no unfavorable tax or other consequences to either party) and owned equally by the Parties. This joint venture will own and appoint a local operating company which will be controlled by the joint venture company. The joint venture company will be appointed as the BCG International distributor for the areas under the agreement.
Sample 1
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Proposed Joint Venture. After completion of the Strategic Investment, Xxxxxx and Xxxxxx will commence strategic cooperation through the establishment of the Joint Venture Entity in connection with the provision of innovative technology-oriented retail finance solutions to clients in the PRC. The Joint Venture Entity will be owned as to 60% by Weiyan and 40% by Jinhui (or its designated affiliate). Xxxxxx and Xxxxxx should provide all the supports needed by the Joint Venture Entity to grow its business.
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Proposed Joint Venture 
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Related to Proposed Joint Venture

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • Joint Venture Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between Plan and Controlled Affiliate or between either and BCBSA.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Investments; Joint Ventures Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • No Partnership, Agency or Joint Venture This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

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