Venture Structure Sample Clauses

Venture Structure. The parties agree that in order to negotiate and conclude the formal joint venture (“JV”) they will need to consult with tax and legal advisors, and that (i) the parties may form a limited liability company in order to hold their interests in the Project, or (ii) the joint venture may be an unincorporated joint venture, as determined pursuant to such tax or legal advice and as necessary to comply with applicable laws, maximize organizational and operational efficiencies and minimize the tax liability (to the extent possible) of each of FQML and JG. 80% Earn-in: FQML shall sole fund the JV through to a Decision to Mine. Upon FQML making a public announcement that it intends to proceed towards commercial development (collectively, a “Decision to Mine”), FQML’s interest in the Project, or JV as applicable, shall increase to 80% with no further payment on the part of FQML and thereafter JG and FQML shall fund the Project on a pro rata basis.
Sample 1
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Venture Structure. The Parties hereby create and formally recognize a grant to Azco of a right of first refusal and of a venture between Azco and Lion, in the event of exercise of such right of first refusal at any time, having the following principle characteristics: (a) the purpose of this Venture (the "Venture") is, employing Opportunities (as below defined) located by Lion and accepted for the Venture by the Technical Committee (defined below), to pursue the mutual profitable exploitation of the Opportunities on the terms of this Agreement; (b) the name of the Venture shall be the "Kingfisher Venture"; (c) the Venture shall be operated by a management and technical committee (the "Technical Committee") composed of no less than one representative of each of Azco and Lion. Azco's representative(s) shall collectively represent six votes and Lion's representative(s) shall collectively represent four votes and the cost of such representatives shall be borne by each Party solely. No meeting of the Technical Committee shall be conducted unless a majority of voting interests are present, no less than 10 days notice has been given (or waived) and at least one member of each of Lion and Azco are present unless, as to this latter requirement, at least one adjournment has occurred and 5 days notice of recall has been given. Meetings of the Technical Committee may be conducted in person or by telephone conference or by consent resolution. Notwithstanding the forgoing, the Technical Committee shall not impose any material financial burdens on the Venture and the Parties unless specific notice has been given prior to any meeting and if any Party shall be unable to attend through its representative at any such meeting, it shall have the right to require a further meeting to re-consider any part which it finds objectionable. The Technical Committee shall maintain minutes of its meetings and deliberations and each Party shall be entitled to a copy of such minutes; (d) this Agreement shall constitute the fundamental constitution of the Venture governing the relations of the Parties, in a manner similar to corporate articles under British Columbia corporate practice and law. Matters not addressed by this Agreement or which constitute specific and day-to-day operating and management policies shall be determined by resolution of the Technical Committee with power and effect equal to corporate board of directors resolutions; (e) the participating and contributory interests of Azco and Lion (su...
Sample 1
Venture Structure 
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Related to Venture Structure

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Corporate Structure The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.

  • Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Implementation Arrangements Institutional Arrangements

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the XxX and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

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