JV Company Sample Clauses

JV Company. The place of the incorporation of the JV Company will be the Economic and Technological Development Zone of Changshou District, Chongqing. The scope of operation principally includes technology development and consultancy services of construction materials and metallurgical products; recycling and sales of recyclable resources; recycling, sorting, processing and sales of steel slag, dust removal ash (mud), waste resistant materials and desulphurization gypsum; processing and sales of blast furnace slag; sales of slag powder; processing and treatment of non-metallic waste and debris. Governance Structure
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JV Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of Promethera Therapeutics, JV Company and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Sub-license of Licensed IP Promethera Therapeutics agrees to grant to the JV Company an exclusive sub-license under the Licensed IP to use, develop, distribute, commercialize, manufacture, promote, sell, offer for sale, import and export the relevant Products in the Territories in all uses in humans, the detailed terms of which shall be substantially the same as those under the sub-license agreement between Promethera Biosciences and the JV Company executed on 28 July 2020. The Sub-License Agreement Term Sheet sets out key additional commercial terms to be incorporated into a definitive Sub-License Agreement. The definitive Sub-License Agreement is subject to the conditions that the investment under the Investment and Shareholders Agreement is completed by the Long Stop Date and the shares owned by Promethera Therapeutics in the JV Company being transferred to Xxxxx Xxxx by the Long Stop Date. Manufacturing and Supply Upon request by the JV Company, Promethera Therapeutics shall supply quantities of the relevant Products in finished product form sufficient for clinical trials at cost. Within 6 months of the execution of the Sub-License Agreement, Promethera Therapeutics shall conduct a technology transfer of clinical and commercial scale manufacturing processes and related know-how to the JV Company, or to a GMP manufacturer determined by the JV Company. If there is any intellectual property owned or controlled by Promethera Therapeutics that are necessary or reasonably useful for manufacturing the Products in the Territories (‘‘Manufacturing IP’’), Promethera Therapeutics shall grant the JV Company an exclusive, royalty free and sub-licensable through multiple tiers license under the Manufacturing IP to use, develop, manufacture and commercialize the Products in the Territories in all uses in humans. Reasonable out-of-pocket costs in connection with the technology transfer shall be borne by the JV Company. The JV Company shall then have two years to build up manufacturing capacity before assuming responsibilities for the manufacturing of the Products. Promethera Therapeutics further agrees to provide ongoing reasonable technical support if requested by the JV Company. Royalties and Proceeds...
JV Company. The JV Company, which will be based in Nan’an District, Chongqing, the PRC, will be entitled to the rights as the sole transferee of the hobbing and grinding gear products and technologies provided by Chongqing Machine Tools and XXXX. On the basis of the intelligent manufacturing and packaged solutions of gear machine tools, the JV Company will provide comprehensive assembly-line manufacturing solutions focusing on intelligent factories and digital workshops (Industry 4.0) to global clients (except American and European markets) in the automobile industry and other industries.
JV Company. The registered capital of the JV Company shall be RMB500 million (equivalent to approximately HK$588 million). The Subsidiary shall contribute RMB300 million (equivalent to approximately HK$353 million) and Tianjin Co shall contribute RMB200 million (equivalent to approximately HK$235 million) into the registered capital of the JV Company and the JV Company shall be owned as to 60% by the Subsidiary and 40% by Tianjin Co. The amount of the capital contribution to be injected by the parties into the JV Company was determined after arm’s length negotiations among the parties with reference to the JV Company’s capital requirements for its future business development and shall be paid in cash. The Group’s portion of the capital contribution is expected to be funded by the Group’s internal funds. The JV Company will be, held as to 60% by the Group and, accordingly, be accounted for as a subsidiary of the Company.
JV Company. 4.1.1. JV Company shall be a corporation incorporated in Brazil governed by Law N. 6.404/76, the By-laws and the Shareholders’ Agreement.
JV Company. All of the outstanding capital stock of the JV Company is owned directly by subsidiaries of Lazard. Except in connection with its incorporation or organization or as contemplated by this Agreement, the JV Company did not engage in any business activities of any type whatsoever or incur any Liabilities from its formation until immediately prior to the LIC Effective Time other than the Liabilities set forth in the financial statements of the JV Company as of October 31, 2002 attached hereto as Schedule 7.3(c) and any liabilities incurred in the ordinary course of operation of the JV Company from the date of such financial statements until the LIC Effective Time and except as contemplated by this Agreement. As used in this Article VII, the term Ancillary Agreement shall not be deemed to refer to the Note Purchase Agreement or the Deed of Contribution, each of which sets forth therein all of the representations and warranties of the Parties with respect thereto.

Related to JV Company

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); (ii) any Subsidiary formed under the laws of the United States or a state thereof (and prior to the redemption of all the 2003 Senior Notes, any Subsidiary formed under the laws of Australia or any territory or state thereof) after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) upon prior written notice to the Administrative Agent, any Subsidiary which is (a) not formed under the laws of the United States or a state thereof, (b) not a Guarantor hereunder, and (c) as to which the investment in such Subsidiary (together with all other loans, advances and investments to and in other such Subsidiaries) by the Loan Parties does not exceed the amount permitted under Section 8.2.4(vi), and (iv) upon prior written notice to the Administrative Agent, any Subsidiary formed under the laws of Luxembourg which is used to effect any Foreign Holding Company Reorganization. Any Subsidiary which executes a Guaranty of any Indebtedness under the 2003 Senior Notes shall execute and deliver a Guaranty Agreement in favor of the Administrative Agent. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii), each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture. At such time as the Borrower shall have redeemed all the 2003 Senior Notes and the security interests and other Liens of the 2003 Trustee shall have terminated, the Administrative Agent shall and hereby is authorized by the Lenders to (i) release from the Guaranty Agreement all Guarantors which are not formed under the laws of the United States or a state thereof, (ii) release all Collateral granted to the Administrative Agent by such foreign Guarantors which are released from the Guaranty Agreement, and (iii) reduce the pledge of 100% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof to a pledge in the amount of 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof. The Loan Parties hereby agree at all times after the redemption of the 2003 Senior Notes to cause 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof to be subject to the terms of the Pledge Agreement in favor of the Administrative Agent as Collateral for the Obligations.

  • Investment Companies; Regulated Entities None of the Loan Parties or any Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.” None of the Loan Parties or any Subsidiaries of any Loan Party is subject to any other Federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

  • DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State.

  • AUTHORITY; OWNERSHIP Such Stockholder has the full legal right, power and authority to enter into this Agreement. Such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex II as being owned by such Stockholder, and, except as set forth on Schedule 5.30, such Company Stock is owned free and clear of all liens, security interests, pledges, voting agreements, voting trusts, contractual restrictions on transfer, encumbrances and claims of every kind.

  • Partnership The Partnership shall be given days’ notice to purchase the ownership interest under the same terms agreed upon by the potential buyer.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Business Development Company Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

  • Research and Development (i) Advice and assistance in relation to research and development of Party B;

  • Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

  • Disadvantaged Business Enterprise To the extent authorized by applicable federal laws, regulations, or requirements, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows:

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