Establishment of Joint Venture. 1.1 On [Insert date], (the "closing date") the Parties will cause the first joint venturer to purchase the whole of the issued share capital of the second joint venturer and thus acquire the second joint venturer's business as a going concern.
Establishment of Joint Venture. There is hereby established a joint venture between Go Public and WLG to create, register, and sell the shell companies. In exchange for the compensation set forth below in Section 3, WLG will provide all necessary legal services to carry out the business of the Joint Venture. Such services are expected to be (but are not limited to): (1) Preparation of the shell companies’ registration statements pursuant to the 1934 Act; (2) Preparation of the 1934 Act periodic reports for the shell companies; and (3) Preparation of the agreements pursuant to which the shell companies are sold. However, WLG’s obligation to provide legal services to the shell companies shall terminate at such time that the shell companies are sold to an unaffiliated thirty party, unless WLG expressly agrees otherwise. In addition, WLG agrees to make certain modifications to Go Public’s Confidential Private Offering Memorandum at no charge to Go Public. WLG may perform other services for Go Public other than those set forth above, however, such additional services will be billed at WLG’s prevailing fees. In exchange for the compensation set forth below in Section 3, Go Public agrees to pay all expenses relating to the Joint Venture. Such expenses are expected to be (but are not limited to) organizational expenses for the shell companies, audit fees for the shell companies, and printing and filing expenses. The Parties agree to perform in good faith all services necessary to further the business of the Joint Venture. Any services other than those set forth above shall be performed jointly by the Parties unless one Party agrees to perform such services individually.
Establishment of Joint Venture. Subject to the terms and conditions hereof, ADA-ES and Arch Coal hereby agree to form a Joint Venture (the "Joint Venture") to co-market ADA 249 to such Customers as the parties may mutually agree from time to time including, without limitation, all current Customers of ADA-ES including those set forth on Schedule 1. It is understood and agreed that ADA-ES may market ADA 249 to other customers with Arch Coal's prior written consent, which shall not be unreasonably withheld.
Establishment of Joint Venture. 2.1 This agreement shall commence on April 3, 2006 and shall terminate in accordance with clause 12.
Establishment of Joint Venture. In accordance with the "Law of PRC on Chinese-Foreign Co-operative Enterprises" and other applicable PRC laws and regulations, Party A and Party B hereby agree to establish a Sino-foreign cooperative joint venture company in Yunnan Province, PRC.
Establishment of Joint Venture. AVI and WVI hereby establish an unincorporated Joint Venture to carry on, as owners, a business for profit for the purposes set forth below. The Joint Venture shall be established and conducted as a general partnership pursuant to the Uniform Partnership Act as adopted in the state of Delaware (hereinafter referred to as the “General Partnership Law”) with AVI and WVI as sole and equal partners; provided, however, in the case of any conflict between the provisions of the Agreement and the General Partnership Law, the provisions of this Agreement shall control.
Establishment of Joint Venture. The Shareholders agree that EAP shall carry on the Business under the terms of the Transaction Documents.
Establishment of Joint Venture. Immediately after the execution and delivery of this Agreement, CYKN and NURO each agree to cause its respective representatives to enter into good faith negotiations regarding the establishment of a joint venture (the “Joint Venture”). The Joint Venture will be created by the parties hereto by organizing a new entity under the laws of the State of Delaware which will be jointly owned by them (“Newco”), with each of CYKN and NURO owning 50% of the equity interests in Newco. The purpose of the Joint Venture will be to develop and commercialize products for the treatment of peripheral nerve injury and disease (the “New Products”) based on CYKN’s intellectual property related to CYKN’s Oscillating Field Stimulator™ device (the “OFS™ Device”) and such other intellectual property as may be contributed to, or acquired or developed by, Newco. As consideration for their equity interests in the Joint Venture, (i) CYKN will contribute to Newco exclusive rights to the intellectual property related to the OFS™ Device for the treatment of peripheral nerve injury and disease and (ii) NURO will contribute to Newco over a two-year period an aggregate of up to Two Million Dollars ($2,000,000) in cash and/or personnel, resources or other value for the initial development efforts of Newco (the “Initial Contributions”). All capital and other resources required by Newco after the Initial Contributions will be contributed by CYKN and NURO on an equal basis and all expenditures of Newco will be made in a manner consistent with an annual budget mutually agreed upon by CYKN and NURO. The rights, benefits, obligations and liabilities of CYKN, NURO and Newco will be governed by the terms and conditions of a written agreement to be mutually agreed upon by the parties hereto (the “JV Agreement”), which the parties intend to enter into no later than ninety (90) days after the date of this Agreement. Under the JV Agreement, among other things, Newco shall be responsible for satisfying any royalty obligations of CYKN to any third party arising out of the activities of Newco.
Establishment of Joint Venture. On 24 October 2018 (after trading hours), Wuling Industrial, a non-wholly-owned subsidiary of the Company, entered into the JV Agreement with Faurecia (China) in relation to the establishment of the JV Company. Pursuant to the JV Agreement, the JV Company shall be owned as to 50% by each of Wuling Industrial and Faurecia (China), respectively. The total registered capital of the JV Company is RMB120 million (equivalent to approximately HK$135.6 million), which shall be contributed as to RMB60 million (equivalent to approximately HK$67.8 million) by each of Wuling Industrial and Faurecia (China) respectively. PRINCIPAL TERMS OF THE JV AGREEMENT Date of the JV Agreement: 24 October 2018 JV Parties: (a) Wuling Industrial; and
Establishment of Joint Venture. Sage may exercise the Option and enter into the Joint Venture Agreement by delivering Gryphon and BMC written notice of exercise at least five (5) Business Days prior to the Option Expiry Date (the “Notice of Exercise”) and a fully executed Joint Venture Agreement with an effective date no later than ten (10) Business Days after delivery of the Notice of Exercise to Gryphon and BMC (the “JV Effective Date”), provided that the payment required to be made by Sage to Gryphon pursuant to Section 2.1(a)(ii) of this Agreement shall not be required to be made on the JV Effective Date unless the Payment Accrual Date preceded the JV Effective Date. The Notice of Exercise will include a certificate of a senior officer of Sage stating that each of the Option Exercise Conditions has been or will be satisfied on or before the JV Effective Date. Upon receipt of the Notice of Exercise and satisfaction or waiver of the Option Exercise Conditions, Gryphon and BMC shall execute and deliver the Joint Venture Agreement. On and after the exercise of the Option, Gryphon, BMC and Sage will participate in a joint venture (herein called the “Joint Venture”), under the terms of the Joint Venture Agreement, for the purpose of further exploring the Properties and, if deemed warranted, bringing all or a portion of the Properties into commercial production by establishing and operating a Mine or Mines thereon.
