中秋月作者是谁
JOINT VENTURE AGREEMENT
CONTENTS
Clau Page
1.Interpretation (2)
2.Conditions to Completion (4)
3.Incorporation of the Company (4)
4.Initial Capital Contribution and Completion (5)
5.Second Capital Contributions (6)
6.Transfer of Shares to （ and * (7)
7.Issuance of Class A Preferred Shares (9)
8.Third Capital Contributions and First Conversion of Class A Preferred Shares (10)
9.Fourth Capital Contributions and Second Conversion of Class A Preferred Shares (12)
10.Fifth Capital Contributions and Third Conversion of Class A Preferred Shares (13)
11.Transfer of Shares (13)
12.Responsibilities of the Parties (20)
13.Business Plan and Annual Budget (20)
14.Branding (20)
15.Meeting of Shareholders (21)
16.Board of Directors (21)
17.Business Management Organisation (23)
会走路的小房子18.Statutory Auditors (26)
19.Financial Affairs, Accounting and Reporting (26)
20.Taxation and Insurance (28)
21.Registration (28)
22.Events of Default (28)
23.Termination and Liquidation (29)
家电行业报告24.Reprentations and Warranties (31)
25.Liability for Breach of Agreement (31)
26.Compliance with this Agreement and with Law (32)
27.Confidential Information (32)
28.Non-Competition and non-Solicitation (33)
29.Announcements (35)
30.Costs (35)
31.General (36)
32.Entire Agreement (37)
33.Severability (37)
34.Assignment (37)
35.Notices (37)
36.Governing Law and Jurisdiction (37)
37.Counterparts (38)
Schedule 1 Definitions (2)
Schedule 2 Directors of Company ........................................................... 错误！未定义书签。Schedule 3 Accession Letter (9)
Schedule 4 Brands (11)
Schedule 5 Form of New Investor Notice (12)
Schedule 6 Articles of Incorporation ....................................................... 错误！未定义书签。Schedule 7 错误！未定义书签。
THIS AMENDED AND RESTATED JOINT VENTURE AGREEMENT is made on 25February201
BETWEEN:
(1)！ (the "Main Investor"), a company incorporated in the People's Republic of China
(the "PRC") (with company registration number ), who legal address is at
(2)@(@) ("@"), a company incorporated in Jap(), who registered office is at ;
一个人的寂寞(3)# (#) ("#"), a limited partnership registered in english (Registration Number:) who
registered address is at
(4)￥(￥) (formerly known as Financial Management Co., Ltd)("￥"), a company
incorporated in english (Registration Number: ), who registered office is at ; (5)……(……)("……"), a limited partnership registered in english(Registration
Number: ), who registered office is at , …… CO., LTD.,a company incorporated in english, who registered office is at;
(6)% (%) ("%"), a partnership formed under the laws of english who address is at and
is operated by%%, INC., a company incorporated in english, who registered office is at;
(7)* (*)("*"),a company incorporated inenglish (Registration Number: ), who
人淡如菊registered office is at;
(8)（(（)("（"),a company incorporated inenglish (Registration Number: ), who
registered office is at;
(9)￥-）（￥-）） ("￥）"), a limited partnershipregistered in english
牛黄醒消丸(10)（AA）("AA"), a limited partnership registered in english
(11)BB（） ("BB"), a limited partnershipregistered in english;
(12)￥-CC（￥-）("￥CC"),a limited partnershipregistered in english (Registration
Number: [●]), who registered office is
(13)（）CO., LTD (（）)(the "Company"), a company incorporated in english
(Registration Number: a.
RECITALS:
(A)The Investors agreed to establish a joint venture company for the purpo of
undertaking an airline business in english and wish to enter into this fourth amended and restated joint venture agreement to regulate their respective responsibilities towards the operation and management of the propod business and the affairs of the Company.
(B)The Main Investor, @, # and￥entered into a joint venture agreement on 22 June 201,
following which it was decided that ……, % and the Company would enter into an amended and restated joint venture agreement along with the Main Investor, @, # and ￥ on 24 October 201# (the "Amended and Restated Joint Venture Agreement").
(C)On 25 October 201#, the Main Investor, @, #, ￥, ……and% contributed in aggregate
JPY1,500,,000 to the capital of the Company. On 30 December 2013, Main Investor, @, #, ￥, ……and% contributed an additional amount and the capital of the Company was incread to JPY6,000,000.
(D)On 19 March 2014, the Main Investor, @, #, ￥, ……and %further amended and
restated the Amended and Restated Joint Venture Agreement to include * and （ as new investors and to reflect the amendment to the Articles to the amount contributed by the relevant Parties (as amended, the "SecondAmended and Restated Joint Venture Agreement").
(E)On 30 January 201, the Main Investor, @, #, ￥, ……, %, * and （ further amended
and supplemented the Second Amended and Restated Joint Venture Agreement to reflect changes in relation to the issuance of Class A Preferred Shares by the Company to the Main Investor (the "Class A Preferred Shares").
(F)On 24 December 201, the Main Investor, @, #, ￥, ……, %, *, （, ￥）and AA
further amended and restated the Second Amended and Restated Joint Venture Agreement to reflect changes in relation to the capital contributions and conversions of the Class A Preferred Shar
es and include ￥）andAA as new investors (the "Third Amended and Restated Joint Venture Agreement").
中华口腔医学杂志(G)The Parties wish to further amend and restate the Third Amended and Restated Joint
Venture Agreement to reflect the propod capital contributions and conversion of the Class A Preferred Shares and include BB and￥CC as new investors and accordingly, to reflect the amendments to the amount to be contributed by the relevant Parties stated herein.
THE PARTIES AGREE as follows:
1.INTERPRETATION
1.1Amendment and Restatement
This Agreement shall restate and superde the Third Amended and Restated Joint Venture Agreement as from the date of this Agreement but shall be without prejudice to a Party's accrued rights or obligations under the Third Amended and Restated Joint Venture Agreement. For the avoidance of doubt, the Parties confirm that the Third Amended and Restated Joint Venture Agreement shall not affect any rights and benefits which BB and ￥CCare entitled to under this Agre
ement.
1.2Definitions
Unless the context requires otherwi, capitalid terms ud in this Agreement shall have the meanings ascribed to them in Schedule 1.
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