Formation and Ownership Sample Clauses

Formation and Ownership. The partners hereby form a Joint Venture to implement the business as set forth herein. The Joint Venture shall be a Nevada or Colorado or Offshore Corporation and its domicile will be decided by CVV. There will be one class of shares, which shall be issued equally to the partners so that CVV owns fifty-one percent (51%) of shares of the Joint Venture and COMPANY owns fourty-nine (49%) of the Joint Venture. The Joint Venture shall initially issue a total of exactly eight million shares - 4,080,000 to CVV; and 3,920,000 to the COMPANY. Such shares cannot be cancelled or rolled back without unanimous approval of the Board of Directors of the JV. No action by the existing shareholders shall be effective unless approved by the board of directors of the Joint Venture.
Sample 1
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Formation and Ownership. The Joint Venturers hereby agree to form the Joint Venture to implement the business as set forth herein. The Joint Venturers hereby agree that the Joint Venture shall be operated through a newly incorporated Delaware Corporation (the "JV Corporation"). The JV Corporation shall have one class of shares which shall be issued equally to the Joint Venturers such that each of the Joint Venturers owns a fifty percent (50%) interest in the Joint Venture. No action by the shareholders of the JV Corporation shall be effective unless mutually approved by the board of directors of the JV Corporation representing both of the Joint Venturers. Upon constitution of the JV Corporation all business and assets of the Joint Venture will be rolled into the JV Corporation and the JV Corporation will assume all of the liabilities of the Joint Venturers in connection with the Joint Venture. Thenceforth the business of the Joint Venture will be conducted solely by the JV Corporation and the rights, liabilities and responsibilities of the Joint Venturers will be governed by corporate law and this Agreement and any shareholder agreement to which the Joint Venturers may become parties in replacement hereof.
Sample 1
Formation and Ownership. The Venturers partners hereby agree to form a Joint Venture to implement the business as set forth hereinfor the purposes of utilizing CPNM's Marketing in the promotion of HERF's Business as set forth herein. The Joint Venture shall be created in the form of a Nevada corporation under the name Here's the Beef Corp. (the "Corporation"). Red Oak Hereford Farms, Inc. shall owning 80% of the common stock of the Corporation and CPNM, Inc. shall owning 16.25% of the common stock of the Corporation and others 3.75%.
Sample 1
Formation and Ownership. The Company was initially formed with a single member, Moadel. Moadel subsequently transferred a 60% Membership Interest in the Company to Prime RVC pursuant to a certain Assignment Agreement. This agreement supercedes and replaces any prior membership agreement or other governing or organizational document of the Company other than the Certificate of Formation.
Sample 1

Related to Formation and Ownership

  • Capitalization and Ownership (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.

  • Formation and Name Office; Purpose; Term

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • Incorporation and Organization The Corporation and each Subsidiary has been incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out the obligations thereof hereunder.

  • Incorporation and Existence The Purchaser is a corporation organized and existing under the laws of the Province of Ontario.

  • Title and Ownership Distributor hereby acknowledges that all right, ------------------- title and interest in and to Software shall at all times remain that of Xxxxxx.xxx, including all rights in the nature of copyright, patent, trade- secret and other intellectual property and proprietary rights with respect to Software. Distributor shall have no right, title, or interest therein, and Distributor is not authorized to grant any right or license with respect thereto except as expressly set forth in, and permitted under, this Agreement.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

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