Formation and Capitalization Clause Samples
Formation and Capitalization. 2.1.1. The Shareholders shall form NewCo under the laws of Mexico no later than February 15, 2002, under the name PSMT México, S.A. de C.V., or if this name is not approved by the Secretaría de Relaciones Exteriores (Ministry of Foreign Relations) of Mexico, such other name as may be approved by the Shareholders and by said Ministry. At the time of its incorporation, NewCo shall adopt the "estatutos sociales" (bylaws) attached hereto as Exhibit A.
2.1.2. Each Shareholder shall subscribe fifty percent (50%) of the capital stock of NewCo and pay initially for twenty-five (25) NewCo shares at a par value of one thousand ($1,000) Mexican pesos per share, the minimum fixed capital being the amount of $50,000 (fifty thousand 00/100 Mexican pesos). PriceSmart and Gigante shall complete the capitalization of NewCo by making additional contributions so that their respective total contributions reach twenty million U.S. dollars ($20,000,000) each, or the equivalent in Mexican pesos at the exchange rates quoted by Banco de México ("tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana") on the dates of the contributions. Each Shareholder shall deposit the amount of ten million U.S. dollars ($10,000,000) into NewCo's account within fifteen (15) calendar days after the incorporation of NewCo. The balance of payments necessary for each Shareholder to reach a total capital contribution of twenty million U.S. Dollars ($20,000,000) apiece shall be deposited into NewCo's account from time-to-time as required by NewCo and agreed to by the Shareholders. Additional shares shall be issued as the capital contributions are made. Any portion of a capital contribution which would result in the issuance of a fractional share shall instead be recorded by NewCo as a premium.
2.1.3. The forty million U.S. dollars ($40,000,000) of initial capital contributions represent the currently anticipated required capital contributions for the construction and operation of not less than four (4) Territory Outlets over a period of eighteen (18) months. The Shareholders will cause NewCo to use diligent good faith efforts to obtain bank financing to continue its anticipated expansion and operation (with pro rata guarantees from PriceSmart and Gigante, if required). If such financing cannot be obtained by NewCo, each of PriceSmart and Gigante will contribute, on a pro-rata basis (based on the parties' respective equity ownerships). Payment of t...
Formation and Capitalization. 2.1 The name of the company is Jiujiang Flex Co., Ltd. JCCP shall cause the joint venture to be approved under the laws of China and in connection therewith, shall cause Articles of Association to be filed and approved as required by China law.
2.2 The total investment of ▇▇▇▇▇▇▇▇, ▇▇▇ HING and JCCP in SNW is approximately $5,000,000 which is equal to 100% equity ownership interest. JCCP will contribute to SNW the manufacturing facilities, the secondary equipment inside mainland China, the supporting infrastructure of the factory and the right to use the land and will receive 40% ownership in SNW. WAH HING will contribute to SNW certain imported equipment and capital and will receive 40% ownership interest in SNW. All equipment and facilities shall be free and clear of any rights of third parties and title to such items shall be transferred to SNW. ▇▇▇▇▇▇▇▇ will provide SNW with licensed technology valued at $900,000 and technical assistance valued at $100,000 (as specified in both the Marketing and License Agreement and the Manufacturing Agreement) and will receive 20% ownership interest in SNW valued at $1,000,000 and the payments required under the Additional Agreements. Each party shall provide SNW with a clear and separate list of all investment items from each party with such items verified by the parties. SNW will submit the complete list of all investment items to the China Business Registration Agency which will verify the investment and issue the legal binding verification report. The parties will utilize this Agency report as the basis to determine the exact value of the contribution from each party to calculate the ownership interest of each party.
2.3 All expenses related to the formation and organization of SNW shall be paid by SNW. Other than those costs, each party shall pay their respective costs and expenses of finalizing the transactions contemplated by this Agreement.
Formation and Capitalization. The Stockholders have caused Newco ---------------------------- to be formed as a Delaware corporation by the filing of a Certificate of Incorporation with the Delaware Secretary of State on March 1, 2001 and, on such date, ▇▇▇▇▇▇▇▇▇▇ has contributed $4,000.00 in cash in exchange for eight shares of Newco Common Stock and Quilvest has contributed $1,000.00 in cash in exchange for two shares of Newco Common Stock. Immediately prior to the Effective Time, ▇▇▇▇▇▇▇▇▇▇ shall contribute to Newco as an additional capital contribution to Newco an amount in cash equal to 80% of the Merger Consideration (as defined in the Merger Agreement), and Quilvest shall contribute to Newco as an additional capital contribution to Newco an amount in cash equal to 20% of the Merger Consideration. The by-laws of Newco shall be as set forth in Exhibit A hereto.
Formation and Capitalization