Venture Structure Sample Clauses

Venture Structure. The parties agree that in order to negotiate and conclude the formal joint venture (“JV”) they will need to consult with tax and legal advisors, and that (i) the parties may form a limited liability company in order to hold their interests in the Project, or (ii) the joint venture may be an unincorporated joint venture, as determined pursuant to such tax or legal advice and as necessary to comply with applicable laws, maximize organizational and operational efficiencies and minimize the tax liability (to the extent possible) of each of FQML and JG. 80% Earn-in: FQML shall sole fund the JV through to a Decision to Mine. Upon FQML making a public announcement that it intends to proceed towards commercial development (collectively, a “Decision to Mine”), FQML’s interest in the Project, or JV as applicable, shall increase to 80% with no further payment on the part of FQML and thereafter JG and FQML shall fund the Project on a pro rata basis.
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Venture Structure. The Parties hereby create and formally recognize a grant to Azco of a right of first refusal and of a venture between Azco and Lion, in the event of exercise of such right of first refusal at any time, having the following principle characteristics: (a) the purpose of this Venture (the "Venture") is, employing Opportunities (as below defined) located by Lion and accepted for the Venture by the Technical Committee (defined below), to pursue the mutual profitable exploitation of the Opportunities on the terms of this Agreement; (b) the name of the Venture shall be the "Kingfisher Venture"; (c) the Venture shall be operated by a management and technical committee (the "Technical Committee") composed of no less than one representative of each of Azco and Lion. Azco's representative(s) shall collectively represent six votes and Lion's representative(s) shall collectively represent four votes and the cost of such representatives shall be borne by each Party solely. No meeting of the Technical Committee shall be conducted unless a majority of voting interests are present, no less than 10 days notice has been given (or waived) and at least one member of each of Lion and Azco are present unless, as to this latter requirement, at least one adjournment has occurred and 5 days notice of recall has been given. Meetings of the Technical Committee may be conducted in person or by telephone conference or by consent resolution. Notwithstanding the forgoing, the Technical Committee shall not impose any material financial burdens on the Venture and the Parties unless specific notice has been given prior to any meeting and if any Party shall be unable to attend through its representative at any such meeting, it shall have the right to require a further meeting to re-consider any part which it finds objectionable. The Technical Committee shall maintain minutes of its meetings and deliberations and each Party shall be entitled to a copy of such minutes; (d) this Agreement shall constitute the fundamental constitution of the Venture governing the relations of the Parties, in a manner similar to corporate articles under British Columbia corporate practice and law. Matters not addressed by this Agreement or which constitute specific and day-to-day operating and management policies shall be determined by resolution of the Technical Committee with power and effect equal to corporate board of directors resolutions; (e) the participating and contributory interests of Azco and Lion (su...
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Venture Structure 
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Related to Venture Structure

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Unbundled Network Element Combinations 5.1. Unbundled Network Element Combinations shall include: 1) Enhanced Extended Links (EELs); 2) UNE Loops/Special Access Combinations; 3) Loop/Port Combinations; and 4)

  • Framework Management Structure The Supplier shall provide a suitably qualified nominated contact (the “Supplier Framework Manager”) who will take overall responsibility for delivering the Goods and/or Services required within this Framework Agreement, as well as a suitably qualified deputy to act in their absence. The Supplier shall put in place a structure to manage the Framework in accordance with Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). A full governance structure for the Framework will be agreed between the Parties during the Framework Agreement implementation stage. Following discussions between the Parties following the Framework Commencement Date, the Authority shall produce and issue to the Supplier a draft Supplier Action Plan. The Supplier shall not unreasonably withhold its agreement to the draft Supplier Action Plan. The Supplier Action Plan shall, unless the Authority otherwise Approves, be agreed between the Parties and come into effect within two weeks from receipt by the Supplier of the draft Supplier Action Plan. The Supplier Action Plan shall be maintained and updated on an ongoing basis by the Authority. Any changes to the Supplier Action Plan shall be notified by the Authority to the Supplier. The Supplier shall not unreasonably withhold its agreement to any changes to the Supplier Action Plan. Any such changes shall, unless the Authority otherwise Approves, be agreed between the Parties and come into effect within two weeks from receipt by the Supplier of the Authority’s notification. Regular performance review meetings will take place at the Authority’s premises throughout the Framework Period and thereafter until the Framework Expiry Date (“Supplier Review Meetings”). The exact timings and frequencies of such Supplier Review Meetings will be determined by the Authority following the conclusion of the Framework Agreement. It is anticipated that the frequency of the Supplier Review Meetings will be once every month or less. The Parties shall be flexible about the timings of these meetings. The purpose of the Supplier Review Meetings will be to review the Supplier’s performance under this Framework Agreement and, where applicable, the Supplier’s adherence to the Supplier Action Plan. The agenda for each Supplier Review Meeting shall be set by the Authority and communicated to the Supplier in advance of that meeting. The Supplier Review Meetings shall be attended, as a minimum, by the Authority Representative(s) and the Supplier Framework Manager.

  • Alternative Structure (a) The Company shall use reasonable best efforts to cause any agreement, instrument or indenture with respect to indebtedness for borrowed money to which the Company or any of its Subsidiaries is a party to be amended prior to the date that is not later than the fifth business day prior to the date the Form S-4 Registration Statement is declared effective, if Parent reasonably determines that such amendment is necessary so that the Subsequent Merger will not have any of the effects described in Section 5.1(d)(ii) (mutatis mutandi) (without giving effect to (i) the Company Material Adverse Effect exception at the end of Section 5.1(d)(ii) and (ii) any cure period or notice requirement) with respect to such agreement, instrument or indenture (an “Indenture Impact”); provided that without Parent’s prior written consent the Company shall not make any non-de minimis consent payments to any third party in connection with the foregoing or agree to amend any of the terms of such agreement, instrument or indenture except to amend the provision giving rise to the Indenture Impact. (b) In the event that either (i) the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment or (ii) the Subsequent Merger would have an Indenture Impact, the parties agree (x) to cooperate in good faith to explore alternative structures that would permit the transactions contemplated hereby to qualify as a reorganization within the meaning of Section 368(a) of the Code and (y) if each party to this Agreement in the exercise of its reasonable business discretion agrees to pursue such an alternative structure, the parties shall enter into an appropriate amendment to this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that failure of the parties to agree to an alternative structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 6.20(b) (A) shall not (I) without the consent of the Company and Parent, alter or change the amount, nature or mix of the Merger Consideration or (II) impose any economic or other costs on Parent or the Company that are more than immaterial and (B) shall be capable of consummation without delay in relation to the structure contemplated herein. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent be required to cause the Subsequent Merger to occur or to effect any alternative structure if the foregoing would result in an Indenture Impact. (c) In the event the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment, the parties may agree (in each party’s reasonable business discretion) not to consummate the Subsequent Merger. For the avoidance of doubt, neither the identification nor the implementation of an alternative structure under Section 6.20(b) above shall be a condition to Closing.