Download Joint Venture Agreement PDF

TitleJoint Venture Agreement
TagsBoard Of Directors Confidentiality Law Of Agency Guarantee Joint Venture
File Size92.3 KB
Total Pages12
Table of Contents
                            1. INTERPRETATION
	1.1 Definitions
	1.2 Statutory Provisions
	1.3 Headings
	1.4 Agreed drafts
	1.5 Currency
2. ESTABLISHMENT OF JVC
	2.1 Incorporation
	2.2 Name
	2.3 Completion
3. CAPITAL AND FURTHER FINANCE
	3.1 Share Capital
	3.2 Increase in share capital
	3.3 Further Finance
	3.4 Party ceasing as shareholder
4. DIRECTIONS AND MANAGEMENT
	4.1 Board of Directors
	4.2 Appointments and Removals
	4.3 Quorum
	4.4 Voting
	4.5 Notice and Agenda
	4.6 Decisions of Board
5. RESERVED SHAREHOLDER MATTERS
	5.1 Matters requiring approval of the parties
	5.2 Method of approval
	5.3 Subsidiaries
6. TRANSFER OF SHARES
	6.1 Transfer notice
	6.2 No dealings in beneficial interest
	6.3 Undertaking by transferee
	6.4 Minimum period
	6.5 Shareholder ceasing to be a Subsidiary
7. CONFIDENTIALITY
	7.1 Confidentiality
	7.2 Employees, agents, etc.
	7.3 Survival after termination
8. RESTRICATIONS ON THE PARTIES
9. TERM
	9.1 Term and Notice
	9.2 Liquidation
10. SUPREMACY OF THIS AGREEMENT
11. COSTS
12. NO PARTNERSHIP OR AGENCY
13. ENTIRE AGREEMENT
14. MUTUAL CONSULTATION AND GOODWILL
15. NOTICES
16. ASSIGNMENT
17. CONDITIONS PRECEDENT
18. GOVERNING LAW
                        
Document Text Contents
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(other than a claim against a member of the A Group or
a member of B Group);

(m) the approval of, or any [material] change to, the service /
employment contracts with or ;

(n) the appointment (and removal) of the auditors of the JVC;

(o) the entry into of any contract or commitment by the JVC having a
value or likely to involve expenditure by the JVC in excess of KShs
(or such other limit as the parties shall from time to
time agree).

5.2 Method of approval
Approval for the purposes of clause 5.1 may be given by A and B either in
writing or by unanimous resolution at a general meeting of the
shareholders of the JVC or by written resolution.

5.3 Subsidiaries
The provisions of clause 5.2 shall apply equally to any matters undertaken
by a subsidiary of the JVC as if references therein to “the JVC” included
any such subsidiary.

6. TRANSFER OF SHARES

6.1 Transfer notice
Each party hereby undertakes that, if at any time any member of its
Group shall desire to sell or otherwise dispose of any of its shares in the
JVC other than to another member of its Group, then:

(a) the relevant party (the Selling Party) shall give notice in
writing to the other party (the Continuing Party) of such desire
and of its proposed price (in this clause referred to as a Transfer
Notice);

(b) within thirty (30) days after receipt of the Transfer Notice, the
Continuing Party shall have the right by notice in writing (a
Purchase Notice) to inform the Selling Party that it wishes to
purchase the shares included in the Transfer Notice (the Sale
Shares) at such price as may be specified in the Transfer Notice;

(c) if the Continuing Party so serves a Purchase Notice, the sale
and purchase of the Sale Shares shall be completed accordingly; if
not, [either] the Selling Party [or the Continuing Party] shall be
entitled to request [the Auditors of the JVC] (acting as experts and
not as arbitrators) to determine the price (herein called the Fair
Price) representing in their opinion a fair selling value of the shares
to be sold as between buyer and a willing seller;

(d) upon the Fair Price being so determined, the Selling Party may
give to the Continuing Party a further notice in writing (herein called

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