JVIA definition
Examples of JVIA in a sentence
Such Company Shareholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement, the Organizational Documents of the Company, the JVIA, the Merger Agreement or the XXIIB SHA.
Such Company Shareholder is the sole legal and beneficial owner of the Pre-Split Shares set forth opposite such Company Shareholder’s name on Schedule A hereto, and all such Subject Shares are owned by such Company Shareholder free and clear of all liens or encumbrances, other than liens or encumbrances pursuant to this Agreement, the Organizational Documents of the Company, the JVIA (as defined below), the Merger Agreement or applicable federal or state securities laws.
The Parties agree to use commercially reasonable efforts to cause BK China to create a customary management equity incentive plan reserving newly issued shares equal to 5% of the then-outstanding shares of BK China for executive officers of the BK China Group, which shall be determined by KRD Kurdoğlu at its reasonable discretion exercisable as and when the performance targets referenced in clause 16 of the JVIA are met.
This Agreement, the Subscription Agreement, the JVIA and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the Parties, and supersede all prior understandings, negotiations and agreements (whether written or oral) between the Parties, including, for the avoidance of doubt, the term sheet signed by and between the Parties on or about May 2, 2012.
The Investor shall only consent to a Reserved Matter under Clause 12 of the JVIA or a BK China Major Decision upon the prior approval of both (i) Cartesian’s Board Member and (ii) any of two (2) KRD Kurdoğlu Board Member, if any.
Except as set forth in the JVIA Termination Agreement, each Party hereto will bear its own legal, accounting and other costs and expenses incurred by such Party in connection with the negotiation, execution and delivery of this Agreement and the other Transactionl Documents and the consummation of the transactions contemplated hereby and thereby.
The JVIA shall have been terminated pursuant to the JVIA Termination Agreement.
Notwithstanding anything to the contrary contained herein, the parties agree that their rights under this Article IX shall be subject to the restrictions set forth in clause 15 of the JVIA and, in furtherance thereof, neither the Company nor any Shareholder shall take any action pursuant to this Article IX in contravention of clause 15 of the JVIA without the prior written consent of BKAP.
The Shareholders acknowledge the importance of the completion of such Combination particularly for the purpose of the funding of the Investor Cash Contributions under the JVIA.
Notwithstanding anything to the contrary set forth herein or in the Memorandum and Articles, those restrictions and obligations are hereby incorporated by reference and made a part hereof, mutatis mutandis, and in the case of any discrepancies between this Agreement and the Memorandum and Articles, on the one hand, and the JVIA, on the other hand, the provisions of the JVIA shall prevail over this Agreement between the Parties for so long as such provisions remain in force and effect.