JV Shareholders definition
Examples of JV Shareholders in a sentence
To the extent that the JV Management Team determines that additional finance is required by the JV Group, and makes appropriate proposals to the JV Board, the parties shall consider in good faith any proposals in respect of such financing, and shall determine subject to Clause 4.1.5 whether (and on what terms) the JV Group shall seek to raise such finance (whether by way of debt or equity, whether from the JV Shareholders or from external funding sources, or otherwise).
Subject to Clause 5.5, the JV Shareholders shall intend that, after Closing and in accordance with the provisions of this Agreement, the relevant member or members of the JV Group establish an employee incentive scheme for the benefit of the employees of the JV Group.
All JV Board meetings shall be held in London unless the JV Shareholders decide otherwise.
If the Offeree accepts the Offer, then, subject to agreement of the JV Board, the Offeree will provide in cash or otherwise (as agreed by the parties in accordance with Clause 13.1.9) to JV Co (or such other entity as the JV Shareholders agree, subject always to Clause 13.1.9, an “Alternative Entity”), an amount equal to 50% of the consideration payable for such Competing Business (the “European Non-JV Contribution”), and JV Co (or an Alternative Entity) shall engage in such Competing Business.
All decisions of the JV Board shall be communicated by the chairman or such JV Director as the JV Board shall determine to the JV Shareholders.
The JV Shareholders shall procure the holding of JV Shareholder meetings in England in accordance with the JV Articles of Association and in any event not less than once annually.
The JV Shareholders shall each use their best endeavours to procure that any JV Director appointed by them from time to time shall act in good faith and in accordance with appropriate fiduciary duties.
If any one of such representatives do not attend such meeting the Receiving Agent may still open such notices and advise the JV Shareholders of the contents in writing as soon as reasonably possible and in any event no later than three Business Days thereafter (such date also being the “Start Date”).
For the avoidance of doubt, if the Euroseas Percentage Interest of either Paros or All Seas is less than 7.5%, the Company shall have no obligation pursuant to Section 6(a)(i) with respect to such JV Shareholder(s), and the directors on the Board of Directors elected by such JV Shareholder(s) shall resign or may be removed and such JV Shareholder(s) will no longer have any right to elect directors to the Board of Directors.
In the event that the parties cannot reach agreement, a Contribution shall be structured as an acquisition by JV Co, to be funded by cash lent equally by the JV Shareholders on the terms of the JV Shareholder Loans.