Validity and Termination. 9.1 This Agreement shall come into force and effect on the date the Parties sign (i) this Agreement, (ii) the Share Transfer and the Amendment to the Memorandum of Association attached under Schedule III, (iv) the Power of Attorney attached under Schedule V, and (v) upon the valid Lease granting the Mussaffah land to City Mix being attached under Schedule VI. 9.2 This Agreement shall remain in force for the duration of City Mix as stated in the Share Transfer and Amendment to the Memorandum of Association attached under Schedule II, which shall be Twenty (20) years from the date of signing and notarizing of the same. 9.3 This Agreement may be sooner terminated by the Parties as follows: (i) By mutual agreement in writing of the Parties. (ii) Forthwith on giving by one Party of written notice to the other party if either Party commits any breach of any of the provisions including its obligations and covenants herein and in the case of a breach capable of rememdy, fails to remedy the same within thirty (30) days after receipt of a written notice. (iii) Forthwith on giving by one Party of written notice to the other Party if either Party has a receiver appointed over any of its/his property or assets; makes any voluntary arrangement with its/his creditors or becomes subject to any statutory or judicial administration order; goes into or files for liquidation or bankruptcy; makes an assignment of any right under this Agreement for the benefit of creditors; (iv) Forthwith by written notice if the First Party transfers, assign, pledge or hypothecate any of their shares in City Mix without the prior written consent of the Second Party or permit such shares to become subject to any lien. (v) Forthwith by written notice if City Mix is wound up, dissolved and liquidated. (vi) Forthwith, by written notice if the license and registration certificates of City Mix are not renewed within 45 (fourty- five) days of their expiry date due to any reasons attributable to the First Party; (vii) Forthwith, by written notice if the Lease under Schedule VI is terminated due to any reasons attributable to the First Party. 9.4 Subject to the payment of the remuneration due to the Second Party and ▇▇. ▇▇▇▇▇▇▇ pursuant to Article 6 pro rated up to the date of termination and indemnification provisions in this Agreement with respect to the Parties, and any claims, obligations or liabilities in this regard shall be subject to the laws pertaining thereto of the U.A.E.
Appears in 1 contract
Validity and Termination. 9.1 This Agreement shall come into force and effect on the date the Parties sign (i) this Agreement, (ii) the Share Transfer and the Amendment to the Memorandum of Association attached under Schedule III, (iv) the Power of Attorney attached under Schedule V, and (v) upon the valid Lease granting the Mussaffah land to City Mix being attached under Schedule VI.
9.2 17.1 This Agreement shall remain in full force for the duration of City Mix and effect with respect to each Party until such time as stated this Agreement is terminated pursuant to this Article 17 or that Party ceases to have an interest in the Share Transfer Company or the Company is dissolved and Amendment to liquidated, whichever occurs first. Unless otherwise herein expressly provided, no Party that has transferred its shares in accordance with the Memorandum provisions of Association attached under Schedule II, which this Agreement shall be Twenty (20) years from bound by its terms and conditions after the date of signing and notarizing such transfer.
17.2 If any of the same.
9.3 This following events or matters has not occurred or has not been completed within the period ending twelve (12) months after the date of this Agreement, this Agreement may be sooner terminated by any Party upon written notice to the other Parties:
(a) the granting of an investment license by the Saudi Arabian General Investment Authority in form and substance acceptable to the Parties licensing the establishment of the Company, and
(b) the issuance of the Company’s commercial registration number.
17.3 If (i) a Party suffers an event of default as followsdefined in Article 17.4 or (ii) a Party is in material default of an obligation hereunder and if such defaulting Party does not remedy such default within a period of ninety (90) days after receiving written notification of such default from any Party which is not in default (a “Non-Defaulting Party”), (in each case the party suffering an event of default or in material default of an obligation hereunder is a “Defaulting Party”), the following shall apply:
(a) Provided that all Non-Defaulting Parties unanimously agree among themselves on the option to be exercised:
(i) By mutual agreement in writing the Non-Defaulting Party(ies) may purchase all or any portion of the shares in the Company then held by the Defaulting Party at [...***...] percent of [...***...] determined pursuant to Article 17.6, provided that if more than one Non-Defaulting Party wishes to purchase the Defaulting Party’s shares, each such purchasing Party shall be entitled to purchase that percentage of the Defaulting Party’s shareholding which is equal to the percentage that that purchasing Party’s shareholding comprises of the total shareholdings of all purchasing Parties., or
(ii) Forthwith on giving the Non-Defaulting Party(ies) may require that the Defaulting Party sign whatever resolutions and documents and take whatever action may be necessary to promptly liquidate the Company, including, without limitation, voting in favor of liquidation at a general meeting of the shareholders.
(b) Should the Non-Defaulting Parties not unanimously agree to exercise one of the remedies set forth in Section 17.3(a) above, any Non-Defaulting Parties that still desires to exercise option (a) above shall be entitled to purchase all or any portion of the shares in the Company then held by the Defaulting Party, to be divided pro-rata equal to the percentage that that purchasing Party’s shareholding comprises of the total shareholders of all purchasing Parties, at [...***...] percent [...***...] of the [...***...] determined pursuant to Article 17.6, provided that in the aggregate all shares in the Company then held by the Defaulting Party are purchased by the Non-Defaulting Parties and the Defaulting Party is no longer a shareholder in the Company following consummation of such purchase.
(c) Should the Non-Defaulting Parties not unanimously agree to exercise one of the remedies set forth in Section 17.3 (a) above and should none of the Non-Defaulting Parties exercise the remedy available in Section 17.3(b) above, then the Non-Defaulting Parties may, separately and individually, require the Defaulting Party to purchase or arrange for the purchase of all or any portion of the shares in the Company then held by such Non-Defaulting Party at a price equivalent to the fair market value (as determined pursuant to Article 16). For the purposes of this Article 17.3, any Party which is Affiliated to a Defaulting Party shall be deemed to be a Defaulting Party. The options stated above shall be exercisable by the Non-Defaulting Party(ies) upon written notice to the other party if either Defaulting Party commits any breach of any within sixty (60) days of the provisions including its obligations and covenants herein and in expiration of the case of a breach capable of rememdy, fails to remedy the same within aforementioned thirty (30) days after receipt day cure period. If an option is exercised, the Parties shall promptly thereafter take whatever action is necessary and sign whatever documents are necessary in order to effectuate the appropriate share transfer(s) or liquidation, as the case may be. Nothing in this Article 17.3 shall be construed to require any Non-Defaulting Party to exercise either of a written noticethe above options.
17.4 A Party shall be deemed to have suffered an event of default if such Party files a petition seeking adjudication of bankruptcy or insolvency, or any such petition is filed against a Party by a third party and that petition is not dismissed within sixty (iii60) Forthwith on giving by one days, or if a Party of written notice to hereto starts the other Party proceedings for dissolution or liquidation, or if either Party has a receiver or trustee is appointed over any of its/his property or assets; makes any voluntary arrangement with its/his creditors or becomes subject to any statutory or judicial administration order; goes into or files for liquidation or bankruptcy; makes an assignment of any right under this Agreement for the benefit of creditors;
(iv) Forthwith by written notice if the First Party transfers, assign, pledge or hypothecate any of their shares in City Mix without the prior written consent a substantial portion of the Second Party business or permit assets of such shares to become subject to any lien.
(v) Forthwith by written notice if City Mix is wound up, dissolved and liquidated.
(vi) Forthwith, by written notice if the license and registration certificates of City Mix are not renewed within 45 (fourty- five) days of their expiry date due to any reasons attributable to the First Party;
(vii) Forthwith, by written notice if the Lease under Schedule VI is terminated due to any reasons attributable to the First Party.
9.4 Subject 17.5 The rights as provided for in Article 17.3 shall be in addition to and not in substitution for any other remedies that may be available to a Non-Defaulting Party hereunder or by operation of applicable law. The exercise of such rights shall not relieve the Defaulting Party from any obligations accrued prior to the payment date on which the share transfer(s) or liquidation, as the case may be, is effected, nor shall the exercise or failure to exercise such rights relieve the Defaulting Party from any liability for damages to any Non-Defaulting Party for breach of this Agreement.
17.6 The [...***...] as stipulated in Article 17.3 above shall be [...***...] on the [...***...] of the remuneration due [...***...] and shall be [...***...].
17.7 If any Party notifies the other Parties in accordance with Article 19 of the Articles of Association that it does not wish to continue the Company, then the Company shall be dissolved and liquidated upon the expiration of its then-current term, provided, however, that if one or more Parties wish to continue the Company it or they shall be entitled to purchase or arrange for the purchase of the shares of the Party or Parties who do not wish to continue at a price equal to the Second Party and ▇▇. ▇▇▇▇▇▇▇ value of such shares as determined pursuant to Article 6 pro rated up 16. If there is more than one purchasing Party each such Party shall be entitled to purchase a percentage of the shares of the Party(ies) who do not wish to continue that is equal to the date percentage that such purchasing Party’s shareholding comprises of termination the total shareholdings of all purchasing Parties.
17.8 If the Company is dissolved and indemnification provisions in liquidated for any reason this Agreement with respect to the Parties, and any claims, obligations or liabilities in this regard shall be subject to the laws pertaining thereto of the U.A.E.terminated automatically.
Appears in 1 contract
Validity and Termination. 9.1 This Agreement shall come into force and effect on the date the Parties sign (i) this Agreement, (ii) the Share Transfer and the Amendment to the Memorandum of Association attached under Schedule III, (iv) the Power of Attorney attached under Schedule V, and (v) upon the valid Lease granting the Mussaffah land to City Mix being attached under Schedule VI.
9.2 This Agreement shall remain in force for the duration of City Mix as stated in the Share Transfer and Amendment to the Memorandum of Association attached under Schedule II, which shall be Twenty (20) years from the date of signing and notarizing of the same.
9.3 This Agreement may be sooner terminated by the Parties as follows:
(i) By mutual agreement in writing of the Parties.
(ii) Forthwith on giving by one Party of written notice to the other party if either Party commits any breach of any of the provisions including its obligations and covenants herein and in the case of a breach capable of rememdy, fails to remedy the same within thirty (30) days after receipt of a written notice.
(iii) Forthwith on giving by one Party of written notice to the other Party if either Party has a receiver appointed over any of its/his property or assets; makes any voluntary arrangement with its/his creditors or becomes subject to any statutory or judicial administration order; goes into or files for liquidation or bankruptcy; makes an assignment of any right under this Agreement for the benefit of creditors;
(iv) Forthwith by written notice if the First Party transfers, assign, pledge or hypothecate any of their shares in City Mix without the prior written consent of the Second Party or permit such shares to become subject to any lien.
(v) Forthwith by written notice if City Mix is wound up, dissolved and liquidated.
(vi) Forthwith, by written notice if the license and registration certificates of City Mix are not renewed within 45 (fourty- five) days of their expiry date due to any reasons attributable to the First Party;
(vii) Forthwith, by written notice if the Lease under Schedule VI is terminated due to any reasons attributable to the First Party.
9.4 Subject to the payment of the remuneration due to the Second Party and ▇▇. ▇▇Mr. Mubarak pursuant to Ar▇▇▇▇▇ pursuant to Article 6 pro rated ▇ ▇▇▇ ▇▇▇▇d up to the date of termination and indemnification provisions in this Agreement with respect to the Parties, and any claims, obligations or liabilities in this regard shall be subject to the laws pertaining thereto of the U.A.E.
Appears in 1 contract
Sources: Partnership Agreement (Royal Capital Management Inc)
Validity and Termination. 9.1 This 12.1 Subject to Article 12.2, this Agreement is valid until the date upon which termination of the Stockholders Agreement occurs or the date upon which the parties shall agree that this Agreement shall come into force and effect on terminate whichever is the date earlier.
12.2 Should any of the Parties sign (i) following events occur:
12.2.1 any party failing to materially abide by its undertakings or obligations under this Agreement;
12.2.2 any party discontinues business, becomes insolvent; seeks relief under any law for the aid of debtors; has a receiver, administrator, liquidator or trustee appointed over the whole or any part of its assets; or
12.2.3 if either an order is made or a resolution passed for the winding up of any party (ii) unless the Share Transfer order or resolution is part of a scheme for the reconstruction or amalgamation of that party). Any party may terminate this Agreement by notice in writing to operate on a date specified in that notice.
12.3 In the event of termination:
12.3.1 the rights and obligations of each party in relation to the others which have accrued, whether under this Agreement or under the Stockholders Agreement, before the Termination Date shall not be affected;
12.3.2 no party shall be relieved from any obligation under Article 9;
12.3.3 licenses in favour of the Company referred to in this Agreement and the Amendment rights of the Company in relation to the Memorandum Trade Marks shall cease;
12.3.4 compensation shall not be paid by any party to another for loss of Association attached under Schedule III, (iv) the Power profits or loss of Attorney attached under Schedule V, and (v) upon the valid Lease granting the Mussaffah land to City Mix being attached under Schedule VI.
9.2 This Agreement shall remain in force goodwill or for the duration of City Mix as stated any other reason in the Share Transfer and Amendment event of termination of this Agreement in accordance with any of the provisions of Article 12 or for any other lawful cause.;
12.3.5 each party (to the Memorandum of Association attached under Schedule II, which extent that it shall be Twenty (20) years from the date of signing and notarizing of the same.
9.3 This Agreement may be sooner terminated by the Parties as follows:
(i) By mutual agreement in writing of the Parties.
(ii) Forthwith on giving by one Party of written notice to the other party if either Party commits any breach have possession of any of the provisions including its obligations and covenants herein and items referred to in Article 9.1 above) shall within 15 days from the case of a breach capable of rememdyTermination Date, fails to remedy the same within thirty (30) days after receipt of a written notice.
(iii) Forthwith on giving by one Party of written notice return to the other Party if either Party has a receiver appointed over relevant party all copies of the items referred to in Article 9.1 above and all information relating to the items referred to in Article 9.1 above which are in any of itsphysical form and in/his property or assets; makes any voluntary arrangement with its/his creditors or becomes subject to any statutory or judicial administration order; goes into or files for liquidation or bankruptcy; makes an assignment of any right under this Agreement for the benefit of creditorson whatever medium;
(iv) Forthwith 12.3.6 the Company shall remove any reference to the Trade Marks which may exist on premises used by written notice if the First Party transfersCompany, assignon all documents, pledge commercial material, invoices, packaging and other material and to do all such acts and things as may be necessary to change any corporate or hypothecate any of their shares business names which include the Trade Marks; and
12.3.7 TCN's and DISX's obligations in City Mix without the prior written consent connection with Clause 13 of the Second Party or permit such shares to become subject to any lienStockholders Agreement shall have no further effect.
(v) Forthwith by written notice if City Mix is wound up, dissolved and liquidated.
(vi) Forthwith, by written notice if the license and registration certificates of City Mix are not renewed within 45 (fourty- five) days of their expiry date due to any reasons attributable to the First Party;
(vii) Forthwith, by written notice if the Lease under Schedule VI is terminated due to any reasons attributable to the First Party.
9.4 Subject to the payment of the remuneration due to the Second Party and ▇▇. ▇▇▇▇▇▇▇ pursuant to Article 6 pro rated up to the date of termination and indemnification provisions in this Agreement with respect to the Parties, and any claims, obligations or liabilities in this regard shall be subject to the laws pertaining thereto of the U.A.E.
Appears in 1 contract
Sources: Stockholders Agreement (Dynamic Information System & Exchange Inc)
Validity and Termination. 9.1 This Agreement shall come into force and effect on the date the Parties sign (i) this Agreement, (ii) the Share Transfer and the Amendment to the Memorandum of Association attached under Schedule III, (iv) the Power of Attorney attached under Schedule V, and (v) upon the valid Lease granting the Mussaffah land to City Mix being attached under Schedule VI.
9.2 This Agreement shall remain in force for the duration of City Mix as stated in the Share Transfer and Amendment to the Memorandum of Association attached under Schedule II, which shall be Twenty (20) years from the date of signing and notarizing of the same.
9.3 This Agreement may be sooner terminated by the Parties as follows:
(i) By mutual agreement in writing of the Parties.
(ii) Forthwith on giving by one Party of written notice to the other party if either Party commits any breach of any of the provisions including its obligations and covenants herein and in the case of a breach capable of rememdy, fails to remedy the same within thirty (30) days after receipt of a written notice.
(iii) Forthwith on giving by one Party of written notice to the other Party if either Party has a receiver appointed over any of its/his property or assets; makes any voluntary arrangement with its/his creditors or becomes subject to any statutory or judicial administration order; goes into or files for liquidation or bankruptcy; makes an assignment of any right under this Agreement for the benefit of creditors;
(iv) Forthwith by written notice if the First Party transfers, assign, pledge or hypothecate any of their shares in City Mix without the prior written consent of the Second Party or permit such shares to become subject to any lien.
(v) Forthwith by written notice if City Mix is wound up, dissolved and liquidated.
(vi) Forthwith, by written notice if the license and registration certificates of City Mix are not renewed within 45 (fourty- five) days of their expiry date due to any reasons attributable to the First Party;
(vii) Forthwith, by written notice if the Lease under Schedule VI is terminated due to any reasons attributable to the First Party.
9.4 Subject to the payment of the remuneration due to the Second Party and Mr. Mubarak pursuant to Article ▇ ▇▇. ▇▇▇ ▇▇▇▇▇ pursuant to Article 6 pro rated up ▇▇ to the date of termination and indemnification provisions in this Agreement with respect to the Parties, and any claims, obligations or liabilities in this regard shall be subject to the laws pertaining thereto of the U.A.E.
Appears in 1 contract