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. 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.
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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.
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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.
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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.
Sample 1
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...
Sample 1

Related to JV Company

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • 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 Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Ownership of the Operating Subsidiaries The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

  • 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.

  • 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.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company.

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

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