AGREEMENT AND PLAN OF MERGER Dated as of February 9, 2020 by and among SIMON PROPERTY GROUP, INC., SIMON PROPERTY GROUP, L.P., SILVER MERGER SUB 1, LLC, SILVER MERGER SUB 2, LLC, TAUBMAN CENTERS, INC. andJoint Venture Operating Agreement • February 11th, 2020 • Taubman Centers Inc • Real estate investment trusts • Michigan
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 9, 2020, by and among Simon Property Group, Inc., a Delaware corporation (“Silver”), Simon Property Group, L.P., a Delaware limited partnership (“Silver OP”), Silver Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Silver OP (“Silver Merger Sub 1”), Silver Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Silver Merger Sub 1 (“Silver Merger Sub 2”), Taubman Centers, Inc., a Michigan corporation (“Titanium”), and The Taubman Realty Group Limited Partnership, a Delaware limited partnership (“Titanium OP”). Each of Silver, Silver OP, Silver Merger Sub 1, Silver Merger Sub 2, Titanium and Titanium OP is sometimes referred to as a “Party” and, collectively, the “Parties.”
PEP 38256 Between: INDO-PACIFIC ENERGY (NZ) LTD And TRANS-ORIENT PETROLEUM (NZ) LIMITED OPERATING AGREEMENT PEP 38256Joint Venture Operating Agreement • November 17th, 1998 • Indo Pacific Energy LTD • Oil & gas field exploration services
ADDENDUM TO JOINT VENTURE OPERATING AGREEMENTJoint Venture Operating Agreement • December 31st, 2012 • Cannabis Science, Inc. • Pharmaceutical preparations
CANNABIS SCIENCE, INC., a Corporation duly incorporated pursuant to the laws of the State of Nevada and having an office at 6946 N Academy Blvd, Suite B #254, Colorado Springs, CO 80918
JOINT VENTURE OPERATING AGREEMENTJoint Venture Operating Agreement • November 29th, 2016 • New Colombia Resources Inc • Bituminous coal & lignite mining • Delaware
THIS JOINT VENTURE OPERATING AGREEMENT ("Agreement" or “JV”) is entered into as of the 18th day of November 2016, by New Colombia Resources Inc. (“NCR”) of Barranquilla, Colombia and MSG Mining Corp. (“MSG”) of Somerset, KY (collectively, the “Companies”) ..
JOINT VENTURE OPERATING AGREEMENT OF PHOTRONICS DNP MASK CORPORATION between PHOTRONICS, INC. and DAI NIPPON PRINTING CO., LTD. Dated as of November 20, 2013Joint Venture Operating Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This JOINT VENTURE OPERATING AGREEMENT (together with the Schedules, as amended or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and between Photronics, Inc., a corporation organized under the laws of the state of Connecticut, U.S.A. with its principal place of business at 15 Sector Road, Brookfield, Connecticut, U.S.A. (“Photronics”) and Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (“DNP”), with respect to Photronics DNP Mask Corporation, whose name as of the date of this Agreement is Photronics Semiconductor Mask Corporation (the “Company”), a company limited by shares organized and formed under the Company Act of the Republic of China (the “Act”) with its principal place of business at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan.
JOINT VENTURE OPERATING AGREEMENT OF PHOTRONICS DNP MASK CORPORATION between PHOTRONICS, INC. and DAI NIPPON PRINTING CO., LTD. Dated as of November 20, 2013Joint Venture Operating Agreement • January 6th, 2015 • Photronics Inc • Semiconductors & related devices
This JOINT VENTURE OPERATING AGREEMENT (together with the Schedules, as amended or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and between Photronics, Inc., a corporation organized under the laws of the state of Connecticut, U.S.A. with its principal place of business at 15 Sector Road, Brookfield, Connecticut, U.S.A. (“Photronics”) and Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (“DNP”), with respect to Photronics DNP Mask Corporation, whose name as of the date of this Agreement is Photronics Semiconductor Mask Corporation (the “Company”), a company limited by shares organized and formed under the Company Act of the Republic of China (the “Act”) with its principal place of business at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan.
JOINT VENTURE OPERATING AGREEMENT OF PHOTRONICS DNP MASK CORPORATION between PHOTRONICS, INC. and DAI NIPPON PRINTING CO., LTD. Dated as of November 20, 2013Joint Venture Operating Agreement • December 26th, 2023 • Photronics Inc • Semiconductors & related devices
This JOINT VENTURE OPERATING AGREEMENT (together with the Schedules, as amended or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and between Photronics, Inc., a corporation organized under the laws of the state of Connecticut, U.S.A, with its principal place of business at 15 Sector Road, Brookfield, Connecticut, U.S.A. (“Photronics”) and Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (“DNP”), with respect to Photronics DNP Mask Corporation, whose name as of the date of this Agreement is Photronics Semiconductor Mask Corporation (the “Company”), a company limited by shares organized and formed under the Company Act of the Republic of China (the “Act”) with its principal place of business at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan.
JOINT VENTURE OPERATING AGREEMENTJoint Venture Operating Agreement • July 5th, 2006 • Hill International, Inc. • Blank checks • Delaware
THIS AGREEMENT (this "Agreement") is made as of April 8, ,2004, by and between MICHAEL BAKER, JR., INC. ("Baker"), a Pennsylvania corporation, STANLEY CONSULTANTS, INC. ("Stanley"), an Iowa corporation, HILL INTERNATIONAL, INC. ("Hill"), a Delaware corporation and Stanley Baker Hill, LLC (the "Company"), a Delaware limited liability company. Baker, Stanley and Hill are hereinafter sometimes collectively referred to "Members" and individually as a "Member".
Joint Venture Operating Agreement Among BorgWarner Ithaca LLC, Romeo Systems, Inc. and BorgWarner Romeo Power LLC May 6, 2019Joint Venture Operating Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware
TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 1.1 Definitions 5 1.2 Construction of Agreement and Interpretation 10 ARTICLE 2 NO AGENCY RELATIONSHIP 11 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARTIES 11 3.1 Representations and Warranties of Parties 11 ARTICLE 4 THE JOINT VENTURE COMPANY 12 4.1 Establishment of the JV 12 4.2 Name and Address of the JV 13 4.3 Limited Liability Company 13 4.4 Compliance with Applicable Laws 13 ARTICLE 5 THE BUSINESSES OF THE JV 14 5.1 The Business of the JV 14 5.2 Rights of First Refusal on Romeo Business Expansion 14 ARTICLE 6 CAPITAL AND FINANCING 15 6.1 Capital and Initial Contributions 15 6.2 Timing and Use of Initial Capital Contributions 17 6.3 Conditions Precedent to the Initial Contributions 17 6.4 BorgWarner Security Interest 18 6.5 Additional Financing 18 6.6 Change of Capital 18 6.7 Failure to Pay Additional Contribution 19 6.8 Participation Right 19 6.9 Transfers to Affiliates 21 6.10 Tra
JOINT VENTURE FRAMEWORK AGREEMENTJoint Venture Operating Agreement • November 8th, 2011 • Solazyme Inc • Industrial organic chemicals • New York
This Joint Venture Framework Agreement (“Agreement”) is entered into as of August 5, 2011 (the “Effective Date”), by and between Bunge Global Innovation, LLC, a Delaware limited liability company with a principal place of business at 50 Main Street, White Plains, NY 10606 (“Bunge”) and Solazyme, Inc., a Delaware company with a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme”).
CANNABIS SCIENCE INC. dupetit Natural Products GmbH JOINT VENTURE OPERATING AGREEMENTJoint Venture Operating Agreement • November 19th, 2012 • Cannabis Science, Inc. • Pharmaceutical preparations
THIS JOINT VENTURE OPERATING AGREEMENT ("Agreement" or “JV”) is entered into as of the 27th day of July 2012, by Cannabis Science Inc. and dupetit Natural Products GmbH (the “Companies”).
CANNABIS SCIENCE INC. COLOMBIA CORP. JOINT VENTURE OPERATING AGREEMENTJoint Venture Operating Agreement • December 28th, 2012 • X-Change Corp • Telephone communications (no radiotelephone)
THIS JOINT VENTURE OPERATING AGREEMENT ("Agreement" or “JV”) is entered into as of the 27th day of July 2012, by Cannabis Science Inc. and Colombia Corp. (the “Companies”).
