MEMORANDUM OF ASSOCIATION OF LIMITED LIABILITY COMPANY
Exhibit
10.1
OF
LIMITED
LIABILITY COMPANY
THIS
MEMORANDUM is entered into on the 8th of Nov., 2005.
BETWEEN
First
Party: AL Qudra Holding PJSC, a Joint Stock Company organized under the laws
of
the Emirate of Abu Dhabi, having its principal place of business at Abu Dhabi,
▇.▇.▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇.
Second
Party: GSE Systems Inc, a company incorporated under the laws of Delaware USA,
having its principal place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, ▇▇▇.
Third
Party: Centre of Excellence for Applied Research and Training (CERT), having
its
principal place of business at ▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇. (Parties
agreed that CERT shall be replaced by CERT PJSC upon its incorporation or any
other subsidiary designation by CERT now or in the future)
PREAMBLE:
The
First, Second and Third Parties with full legal capacity, have agreed to form
a
limited liability company among themselves in the United Arab Emirates - Abu
Dhabi - in accordance with the provisions of the Commercial Companies Law No.
(8) of 1984 and its amendments on the following terms and
conditions:
ARTICLE
1
ARTICLE
1
| 1.0 |
The
above
preamble shall form integral part of this
Memorandum.
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ARTICLE
2: DEFINITIONS
| 2.0 |
In
this
Memorandum, the following words and expressions shall have the meanings
appearing opposite to each of them:
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|
2.1
|
"The
Company"
means the company formed pursuant to this
Memorandum.
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2.2
|
"The
Commercial Register"
means the Commercial Register of Companies at the Abu Dhabi Municipality
or any other government department.
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2.3
|
"The
Commercial Companies Law"
means Federal Law No. 8 of J 984 concerning commercial companies
and its
amendments.
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2.4
|
"The
Ministry"
means the Ministry of Economy & Planning.
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2.5
|
"The
Memorandum"
means this present Memorandum executed by the three parties in its
final
text and its amendments as made pursuant to its provisions and the
provisions of the law.
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2.6
|
"The
Partners"
mean the parties to this Memorandum and any natural person or corporate
body which becomes the holder of any share in the capital of the
Company
in accordance with the terms of the Memorandum and in conformity
with the
provisions of the law.
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|
2.7
|
"The
General Assembly"
means each annual or extraordinary meeting held by the Partners and
which
is duly called for pursuant to the provisions of this Memorandum
and in
accordance with the provisions of the
law.
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2.8
|
"The
Board of Directors"
means the Board of Directors for the management of this
company.
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2.9
|
"The
General Manager"
means the General Manager appointed and nominated whether pursuant
to this
Memorandum or by a resolution of the Board of
Directors.
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2.10
|
"The
Head Office"
means the Head Office of the Company as determined in this Memorandum
or
as decided by the General Assembly in accordance with the provisions
of
this Memorandum.
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2.11
|
"The
Company Register"
means the Register maintained by the Company pursuant to the provisions
of
article (228) of the Commercial Companies
Law.
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1
ARTICLE
3: NAME OF THE COMPANY
|
3.0
|
The
three Parties have agreed to name the Company as EMIRATES SIMULATION
ACADEMY L. L. C.
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ARTICLE
4: OBJECTS OF THE COMPANY
4.0
The
objects of the Company are:
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4.1
|
The
construction of a training centre in the United Arab Emirates that
will be
a "State of the Art" training centre, consisting of training simulators,
perform training, for industrial facilities in the United Arab Emirates
and Gulf Cooperation Council.
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4.2
|
The
operation, management and development of tins training center, including
all activities that are related or ancillary
thereto.
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ARTICLE
5: HEAD OFFICE OF THE COMPANY
|
5.0
|
The
head office of the Company shall be in the Emirate of Abu Dhabi.
The
Company may establish branches or offices in the United Arab Emirates
and
abroad by a resolution of the General
Assembly.
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ARTICLE
6: DURATION OF THE COMPANY
|
6.1
|
The
duration of the company shall be (10) years, commencing on the date
of the
registration and publication of the Company in the Commercial Register
pursuant to the provisions of the
law.
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6.2
|
Such
period may be extended for a similar, shorter or longer period by
a
resolution of the General Assembly at least three months before the
end of
the period to be renewed and to take the necessary procedures required
by
the law for the registration and publication of such
renewal.
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ARTICLE
7: THE CAPITAL OF THE COMPANY
|
7.1
|
The
capital of the Company is AED
1000,000 (One Million Dirhams)
divided into 1000
shares, the value of each share being One Thousand
Dirhams.
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7.2
|
The
First Party shall pay 60% of the said capital, the Second Party shall
pay
10% of the same and the Third Party shall pay 30% of the Capital.
The
capital of the Company shall be divided among the Partner as the
following:
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|
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No.
of Shares
|
Amount
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|
|
|
First
Party
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600
|
600,000
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|
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Second
Party
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100
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100,000
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Third
Party
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300
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300,000
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Total
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AED
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1,000,000.00
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7.3
|
The
Partners declare that the capital has been paid in full and has been
deposited in the Company's bank account, as evidenced by the bank
certificate attached to this Memorandum. It shall not be permissible
for
any party or the manager to withdraw any amount from the deposited
capital
of the Company until the registration of the Company in the Commercial
Register.
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7.4
|
The
capital may be increased by unanimous approval of the General Assembly
of
the Company either by contributing new amounts by the Partners in
proportion to their shares or by converting part of the statutory
reserve
into capital.
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7.5
|
The
shares of the national Partner or Partners in the capital of the
Company
shall not be less than 51 % of the share
capital.
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7.6
|
The
capital may be reduced In accordance with the provisions of the law
by a
resolution of the General Assembly, and such reduction shall not
apply
until approved by the competent authority. The capital may not be
reduced
below the limit required by law.
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7.7
|
The
Company shall have a lien on any Partner's share in the paid up capital
for the amounts due from the Partner to the
Company.
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7.8
|
No
Partner may mortgage his share in the capital or to create any encumbrance
thereon and no Partner's share in the Company may be attached as
a result
of a debt not related to the
Company.
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2
ARTICLE
8: TRANSFER OF SHARES AND INCREASE OR REDUCTION OF
CAPITAL
|
8.1
|
Any
Partner may transfer the whole or part of his share in the Company
to one
or more Partners or to a third party through an official instrument
pursuant to the conditions of this memorandum. Such transfer shall
be
entered in the register of the Company and the Commercial Register.
In any
event, the transfer must not result in the reduction of the shares
of the
national Partner or Partners in the Company to less than 51 % of
the share
capital.
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8.2
|
If
one of the Partners intends to transfer his share in the Company
with or
without consideration to a person who is not a Partner, he must notify
the
other Partners of the terms of transfer through the Manager of the
Company.
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8.3
|
The
Manager must notify the other Partners on receipt of such notice.
Any
Partner may apply to acquire the share(s) at the agreed price, and
in the
event of disagreement on the price the Company's auditor shall value
the
shares as at the date of transfer.
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8.4
|
If,
within thirty days of the date of the notice, none of the Partners
exercise their rights to acquire the shares, the Partner shall be
free to
dispose of his share.
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8.5
|
No
transfer shall be valid until it is duly recorded in the Register
of
Partners and the Commercial
Register.
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8.6
|
The
party acquiring any of the Partners' shares shall be bound to accept
the
terms and provisions of this Memorandum.
.
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8.7
|
If
more than one Partner exercise the right to acquire the shares, the
shares
to be transferred shall be divided between them in proportion to
the share
which each of them holds in the capital subject to the provisions
of
Article (227) of the Commercial Companies
Law.
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8.8
|
In
any event, the transfer must not result in the reduction of the shares
of
the national Partner or Partners in the capital of the Company to
less
than 51 % of the total shares nor increase the number of Partners
to more
than fifty nor decrease it to less than
two.
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INCREASE
OF CAPITAL:
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8.9
|
The
capital of the Company may, by a resolution of the Extraordinary
General
Assembly and in accordance with the provisions of the law and its
executive regulations, be increased by way of issue of new shares
or by
converting the reserve capital into
shares.
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8.10
|
In
the event of issuing new cash shares, the Partners shall have a right
of
priority to subscribe for the new shares in proportion to the number
of
shares held by each of them in the capital of the
Company.
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REDUCTION
OF CAPITAL:
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8.11
|
The
capital may be reduced by a resolution of the Extraordinary General
Assembly, provided that the capital may not thereby become .less
than the
minimum required by the law.
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8.12
|
The
reduction shall be made by the manner decided by the Extraordinary
General
Assembly whether by way of reducing the number of shares, redeeming
or
reducing some of it or by reducing its nominal value, provided that
the
nominal value of each share shall not be less than One Thousand
Dirhams.
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8.13
|
The
decision to reduce the capital shall not be valid unless approved
by the
relevant competent authority.
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ARTICLE
9: REGISTERS OF THE COMPANY
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9.1
|
A
special register of the Partners shall be prepared and kept by the
Company
at its main office which should include the names of all Partners,
their
domiciles, addresses, nationalities, professions, number and value
of the
shares owned by each of them; and details of all dealings carried
out with
regard to the shares, together with the date
thereof.
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9.2
|
The
Manager or Managers of the Company shall be jointly liable for maintaining
the register and for the accuracy of its
contents.
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9.3
|
The
Partners and any interested party shall have the right to peruse
such
register.
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9.4
|
The
General Manager shall provide the competent authorities in the country
in
January of each year with the particulars recorded in the register
referred to above and the amendments thereto, and the General Manager
shall be liable for the accuracy of the details recorded in the
register.
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9.5
|
The
Company shall keep at its main office all financial and accounting
records
and books, reports and other documents of the Company, also it shall
maintain all contracts made with others and the original copies of
the
minutes of the meetings of the General Assembly together with the
adopted
resolutions or those issued by the Board of Directors or the Board
of
Managers and also copies of the balance sheets and approvals
thereof.
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9.6
|
The
Company shall also keep all documents and invoices relating to its
business with the right to destroy them after the lapse of the period
of
time provided for by the law of evidence in Commercial and Civil
matters.
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9.7
|
The
entries recorded on computer and saved on special discs shall be
considered as entries recorded in written
records.
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9.8
|
The
Company shall keep authorized specimen signatures of Partners and
Managers
and any person authorized by the Board of Directors as
signatory.
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3
ARTICLE
10: BANKRUPTCY
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10.1
|
If
one of the Partners becomes bankrupt, the Company shall continue
after
dismissing such Partner from the
Company.
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10.2
|
If
the Company is consisting of two Partners only at the time of bankruptcy,
the Company shall be dissolved and liquidated in accordance with
the
provisions of the law.
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10.3
|
In
the event of death of any Partner, the Company shall not be dissolved
but
the share of the deceased Partner shall be transferred to his legal
heirs
and the legatee shall be considered as an
heir.
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10.4
|
The
heirs shall appoint one person to represent them in the Company and
to
grant
him all the powers of each of
them.
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ARTICLE
11: MANAGEMENT OF THE COMPANY
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11.1
|
The
Partners have agreed that the Board of Directors shall be composed
of
three (3) Directors each one to be nominated and to represent its
Partner
provided that the chairman shall be the representative of Al Qudra
holding
company.
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11.2
|
Any
of the Partners has the right at any time to replace the Director
he
appointed by another one, provided that a notification should be
sent to
other Partners within one week from this
replacement.
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11.3
|
The
Directors shall be appointed for a term of (3) years commencing from
the
date of registration of the Company in the Commercial Register. Such
period shall be renewable by a resolution of the General Assembly
of the
Company who shall have the right to dismiss any of the members of
the
Board of Directors.
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11.4
|
A
meeting of the Board shall be held at least once in every quarter
of a
calendar year. Extra-ordinary meetings may be called by the Chairman
upon
fourteen (14) days prior notice in writing being given to the other
Directors specifying the proposed date, time and location of the
meeting
together with the details of the matters to be discussed. A meeting
of the
Board may be called with shorter notice if each of the Directors
so agrees
in writing.
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11.5
|
No
matter shall be discussed and/or resolved at any meeting of the Board
save
for those matters specifically provided for in the notice convening
that
meeting.
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11.6
|
The
quorum for meetings of the Board shall be vested in all the Directors
or
their representatives. All decisions of the Board shall be by unanimous
vote of the Directors present or
represented.
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11.7
|
Each
Director shall have the right to appoint any other person acceptable
to
the Board as his alternate to attend meetings on his behalf. Every
appointment and revocation of an alternate shall be in writing signed
by
the appointer and lodged at the head office of the Company. An alternate
who is also a Director, in addition to his own vote, shall have one
vote
for each Director whom he represents. The attendance of an alternate
at a
meeting of the Board shall count as the personal attendance of the
original Director for all purposes.
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11.8
|
The
Board shall have all of the powers necessary for the management of
the
Company, representing the Company and signing on its behalf and carrying
out all acts required by its objects. The following specific acts
shall
require a resolution of the Board:
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a)
|
to
mortgage, pledge, charge or otherwise encumber any or all of the
Company's
assets;
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b)
|
to
give security for or guarantee any debt, liability or obligation
of the
Company;
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c)
|
to
enter into any loan or finance or loan arrangement, on behalf of
the
Company;
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d)
|
to
commit the Company to any capital expenditure in an amount in excess
of
Dirhams One Thousand (AED 1,000);
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e)
|
to
engage the Company in any binding obligation outside the ordinary
course
of the business;
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f) to
change
the auditor or the bankers of
the
Company;
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g)
|
to
open, operate and close bank accounts appoint or modify the authorized
signatories and signatory arrangements, in respect of all bank accounts
of
the Company;
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h) to
alter
the date of the accounting reference;
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i)
|
to
acquire or establish any business additional to the business of the
Company or expand or make any material change to the business of
the
Company;
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j)
|
to
take, hold, subscribe in or agree to purchase or acquire shares in
the
capital of another company;
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k)
|
to
amalgamate or merge the Company with any other business or
company;
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|
1)
|
to
take or institute any proceedings for winding up, reorganizing or
dissolving the Company; or
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m)
|
to
alter the arrangements for managing the Company as established by
the
Board.
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n)
|
to
appoint or dismiss any of the senior executives of the Company, including
the General Manager
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11.9
|
A
resolution in writing signed by all the Directors (or in lieu of
any
Director, by his dully appointed alternate) shall be as valid and
effective as if it had been passed at a duly convened meeting of
the
Board. Any such resolution may consist of several documents communicated
to each Director (or alternate) by electronic mail, facsimile, registered
post or courier in like form, each subsequently signed by and correctly
bearing the name of each and every Director (including any alternate
wherever appropriate). The Board shall ensure that minutes of their
meetings are kept at the head office of the
Company
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4
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11.10
|
The
Board shall have the following specific
responsibilities:
|
|
a)
|
to
ensure that the Company accounts are maintained in a proper manner,
according to approved accounting principles, and kept continually
up-to-date;
|
|
b)
|
to
ensure that within thirty (30) days of the end of each month, following
the Commencement Date, each Partner is sent a financial statement
and
management account, in relation to the business of the
Company;
|
|
c)
|
to
ensure that, the Company is carried on in a proper, prudent, commercial
and businesslike manner;
|
|
d)
|
to
ensure that the insurable assets of the Company are insured and kept
insured with an insurance company of repute and in their full replacement
value, against all risks that would usually be insured against by
the
operator of a business similar to the Company and, in addition, take
out
indemnity insurance in such amount and against such risks as the
Board,
shall think necessary or prudent;
|
|
e)
|
to
confirm the appointment of a General Manager and to select and appoint
other senior managers of the
Company;
|
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f)
|
to
issue a Power of Attorney to the General
Manager;
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g)
|
within
three (3) months of the end of each account reference date, to consider
and approve the Company's audited
accounts;
|
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h)
|
to
appoint the Company's bankers and to issue a bank
mandate;
|
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i)
|
to
consider and approve' the operating costs of the Company, as estimated
by
the General Manager;
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j)
|
to
consider and approve the work programs and budgets to be submitted
to the
Board by the General Manager;
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k)
|
to
approve training programs for staff of the
company;
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1)
|
to
approve advertising and promotional campaigns and material in respect
of
the Company and its products.
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11.11
|
Subject
to 11, 10 herein, the Board shall delegate its powers of management
in
respect of the day-to-day management to the General Manager. The
General
Manager shall at all times be responsible and subject to the control
of
the Board. The Board has decided to appoint the General Manager of
the
Company for a term of one year, renewable for similar periods by
a
resolution of the Board.
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11.12
|
The
General Manager shall be responsible for the day-to-day management
of the
Company and he shall have all powers not reserved to the Board. His
powers
shall include (but not limited to) the
following:
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|
(a)
|
representing
the Company before all official and private authorities whether inside
the
country or abroad;
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(b)
|
renewing
all required licenses and executing all documents necessary for the
Company and carrying out its business in a continuous and proper
manner;
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(c)
|
signing
all application forms and documents required for the incorporation
of the
Company and maintaining licenses necessary for running the business
of the
Company and representing the Company before any Local or Federal
Authority
or Department in the United Arab
Emirates;
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(d)
|
appointing
and dismissing managerial and other employees of the
Company;
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(e)
|
establishing
and maintaining the Company's accounting systems and financial controls
in
connection with the business of the Company and ensuring that the
Company
accounts are maintained according to established accounting principles
and
practices;
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(f)
|
determining
the operating costs and capital requirements of the Company and preparing
work programs and budgets for approval by the
Board;
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(g)
|
supervising
and controlling the performance by the Company's employees of their
duties
and obligations within their respective job descriptions and ensuring
that
the Company's assets and finances are sufficiently protected in order
to
avoid any mismanagement or misappropriation of
funds;
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(h)
|
generally
monitoring the Company's performance on a day-to-day basis and taking
whatever steps may be necessary from time to time to improve the
performance and profitability of the Company;
and
|
5
|
(i)
|
reporting
to the Board at its regular meetings and otherwise as and when
called upon
to do so.
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ARTICLE
12: THE FINANCIAL YEAR
|
12.1
|
The
financial year of the Company shall commence on January 1st and
shall end
on December 31st of the same year, with the exception of the first
financial year, which shall commence on the date of the registration
of
the company in the Commercial Register and end on December 31st
of the
following year.
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ARTICLE
13: THE GENERAL ASSEMBLY
|
13.1
|
The
Company shall have a General Assembly composed of all the Partners.
The
General Assembly shall be convened at the invitation of the General
Manager at least once every year on the date and at the place to
be
determined by the General Manager during the four months following
the end
of the financial year.
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13.2
|
The
General Manager must call a General Assembly if so required by a
number of
Partners holding not less than one quarter of the
capital.
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13.3
|
Invitations
to attend the General Assembly shall be sent by registered letters
with
acknowledgement of receipt addressed to each Partner at least twenty-one
days before the date of the meeting. The invitations must include
the
particulars of the agenda and the place, date and time of the
meeting.
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13.4
|
Every
Partner shall have the right to attend a General Assembly irrespective
of
the number of shares he holds. A Partner may, by proxy, delegate
another
Partner other than the Managers to represent him at the specified
meeting
of the General Assembly. Each Partner shall have a number of votes
equal
to the number of shares he owns or
represents.
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|
13.5
|
The
agenda for the annual General Assembly must include the following
matters:
|
|
a)
|
review
of the report of the General Manager on the Company's activities
and
financial position during the year, the report of the Board of Supervision
and the auditor's report;
|
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b)
|
discussion
and adoption of the balance sheet and profit and loss
account;
|
|
c)
|
detennination
of the share in the profits to be distributed among the Partners
and the
share of each of them;
|
|
d)
|
nomination
and appointment of the board of directors , the managing director
and the
auditors for the next year and determination of their
remuneration;
|
|
e)
|
any
other matter within its competence approved by the absolute majority
of
the partners to be included in the
agenda;
|
|
f)
|
Every
Partner or his representative shall have the right to discuss matters
included in the agenda. The Managers are obliged to reply to any
Partner's
question provided it is not detrimental to the Company's interest.
The
General Assembly shall have the power to settle any dispute in this
regard;
|
|
g)
|
Any
of the Partners may review the minutes of the meetings and the resolutions
adopted therein personally or by proxy. They may also review the
Company's
balance sheet, profit and loss account and annual report and discussing
the same with the auditors.
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13.6
|
The
quorum for the meetings of the General Assembly shall be constituted
by
the presence all the Partners.
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|
13.7
|
If
such majority is not achieved, a second meeting shall be convened
within
the twenty-one days following the first meeting. The quorum for the
second
meeting shall be constituted by the presence of Partners representing
75%
of the capital. Resolutions of this meeting shall be adopted by the
simple
majority of the Partners representing not less than 75% of the capital
of
the Company.
|
|
13.8
|
Voting
on resolutions shall be by show of hands and the result shall be
recorded
in the minutes of the meeting and signed by the directors, attending
partners or their representatives as well as by the attending
auditors.
|
6
ARTICLE
14: THE EXTRA¬ORDINARY GENERAL ASSEMBLY
|
14.1
|
Powers
of the Extraordinary General Assembly: The Extraordinary General
Assembly
shall have authority to consider and discuss any matter which are
beyond
the scope of the agenda of the Ordinary General Assembly, including
but
not limited to:
|
a)
amendment of the company's memorandum of association.
b)
increase or reduction of the capital of the company.
c)
to
dismiss the Manager before the end of his term.
|
14.2
|
Convention
of Extraordinary General
Assembly:
|
Extraordinary
General Assembly shall be convened in the same manner prescribed for the
Ordinary General Assembly whenever necessary.
|
14.3
|
Resolutions
of the Extraordinary General
Assembly:
|
The
resolutions of the Extraordinary General Assembly shall be adopted
unanimously.
|
14.4
|
Without
prejudice to the rights of third parties acting in good faith, a
resolution adopted at a General Assembly in violation of the provisions
of
the Commercial Companies Law concerning the limited liability companies
or
this Memorandum shall be void.
|
|
14.5
|
In
this event, only the Partners who had objected to the adoption of
the said
resolution or those who were unable to object thereto for acceptable
reasons, may request the nullification of the
resolution.
|
ARTICLE
15: DISTRIBUTION OF PROFITS AND LOSSES
|
15.1
|
The
Company shall allocate 10% (Ten Percent) of its net profits each
year to
create a statutory reserve. The Partners in the General Assembly
may
allocate additional reserves. The Partners may resolve that the allocation
of net profits to the statutory reserve be discontinued when the
reserve
reaches more than 50% of the capital of the
Company.
|
|
15.2
|
The
net profits shall be distributed among the partners in proportion
to their
shareho1ding in the capital after deducting all overheads, costs
and
depreciations as estimated by the
auditors.
|
|
15.3
|
In
the event of losses the same shall be covered by the statutory reserve
as
much as possible by a resolution of the General Assembly. Should
the
losses reach half of the actual capital at the time of sustaining
such
losses, the Directors shall propose to the General Assembly of the
Partners to dissolve the Company. The resolution to dissolve the
Company
must be adopted by the unanimous approval required to amend the company's
memorandum.
|
|
15.4
|
If
the loss reaches three quarters of the capital, the Partners holding
one
quarter of the capital may request to dissolve the
Company.
|
7
ARTICLE
16: THE AUDITORS
|
16.1
|
The
Company shall have one or more auditors to audit the Company's balance
sheet, accounts and final results of the annual accounts. The auditors
are
to be nominated by the Board of Directors and appointed by the General
Assembly of the Company. The auditors shall be subject to the same
provisions concerning auditors of joint stock companies pursuant
to the
Commercial Companies Law.
|
|
16.2
|
Auditors
shall be nominated by the Board of Directors from amongst those Audit
Firms of good reputation and possessing the appropriate qualifications
and
registration.
|
|
16.3
|
The
Auditors shall have the right of access to the accounts, books and
accounting records of the Company and shall be entitled to attend
and
speak at all meetings of the General Assembly and to answer and reply
to
the Partners' questions and
inquires.
|
|
16.4
|
The
Auditors shall be liable towards the Partners and others for any
negligence in carrying out their duties and they may be liable for
civil
and criminal charges for committing gross negligence while performing
their duties.
|
ARTICLE
17: PERSONALITY OF THE COMPANY
|
17.1
|
The
Company shall have a corporate, legal and financial personality separate
from that of its Partners and their financial obligations and each
of the
Partners shall only be liable to the extent of his share(s) in the
capital
Unless law provides otherwise.
|
ARTICLE
18: VARIATION OF THIS MEMORANDUM
|
18.1
|
It
shall not be permissible to amend this Memorandum or to increase
or reduce
the capital of the Company nor shall it be permissible to increase
the
obligations of the Partners except in accordance with the provisions
of
this Memorandum and the law. The capital shall not be reduced below
the
minimum amount required by the law for such
company.
|
|
18.2
|
Manager
of the Company must serve and deposit the legal documents of any
amendment
as mentioned above and no amendment shall be valid and binding on
the
Partners and the others unless it is recorded in the Commercial
Register.
|
ARTICLE
19: DISSOLUTION AND LIQUIDATION OF THE COMPANY
|
19.1
|
The
Company shall be dissolved for any of the following
reasons:
|
|
a)
|
The
expiry of the period and the non-agreement to renew the
same;
|
|
b)
|
The
unanimous decision by the Partners to dissolve the
Company;
|
|
c)
|
Adoption
of a resolution by the General Assembly to dissolve the Company if
the
losses exceed 50% of its actual capital at that
date;
|
|
d)
|
Upon
a decision of a Competent Court to dissolve the
Company.
|
|
e)
|
The
Company shall be dissolved and liquidated in accordance with the
relevant
provisions of the Commercial Companies
Law,
|
ARTICLE
20: GOVERNING LAW
|
20.1
|
Matters
not provided for in this Memorandum shall be subject to the applicable
laws of the United Arab Emirates, particularly the Commercial Companies
Law and its amendments and the decisions made in implementation thereof.
.
|
ARTICLE
21: DISPUTES
|
21.1
|
Any
dispute that may arise during the existence of the Company or during
its
liquidation among the Partners per se or between the Partners and
the
Company or the liquidators regarding any matters concerning the Company
and its business shall be settled by the competent Courts of Abu
Dhabi.
|
8
▇▇▇▇▇▇▇▇▇:
MISCELLANEOUS
|
22.1
|
The
name of the Company as a Limited Liability Company shall be written
in a
clear and legible manner together with its main address, capital,
number
and date of registration in the Commercial Register on all its printed
materials, letterheads, seals, commercial addresses, advertisements
and
contracts made by the Company.
|
|
22.2
|
Notices
sent by the Company to the Partners or vice versa shall be in the
form of
registered recorded delivery letters to the address of each Partner
as
recorded in the Register of Partners. Any Partner who intends to
change
his address shall forthwith notify the General Manager in writing
in order
to record such new address in the Register of
Partners.
|
|
22.3
|
All
expenses of incorporation and registration of the Company shall be
charged
to the general expenses account.
|
|
22.4
|
The
incorporation and registration of the Company shall be made by the
person
authorized by the three Parties for such
purpose.
|
|
22.5
|
This
Memorandum and any amendments thereto shall be written in the Arabic
Language.
|
IN
WITNESS WHEREOF,
the
Parties have duly executed this Memorandum in the City of Abu Dhabi - United
Arab Emirates on the 8th day of November 2005.
FIRST
PARTY AI Qudra Holding (p.J.S.C.)
/s/
Eng. ▇▇▇▇▇ ▇▇▇▇▇ Salem ▇▇ ▇▇▇▇▇▇
Eng.
▇▇▇▇▇ ▇▇▇▇▇ Salem ▇▇ ▇▇▇▇▇▇
Chairman
of the Board of Directors
SECOND
PARTY: GSE Systems Inc.
/s/
▇▇▇ ▇. Paris
▇▇.
▇▇▇
▇. Paris
Senior
Vice
President
THIRD
PARTY: Centre of Excellence for Applied Research and Training
(CERT)
/s/
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇.
▇▇▇▇▇
▇▇▇▇▇▇
Vice
Chairman