Joint Venture Operating Agreement - 范本

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FOIA Confidential Treatment Requested

 

 

JOINT VENTURE OPERATING AGREEMENT

by and among

NAPSTER, LLC,

TOWER RECORDS JAPAN INC.,

NIKKO PRINCIPAL INVESTMENTS JAPAN LTD.

and

NAPSTER JAPAN, INC.

 

October 14, 2005

 

全文目录如下:

详细内容请参考附件

 

1. Definitions

2. Purpose of Joint Venture

3. Establishment and Capitalization of the Company

3.1 Establishment.

3.2 Issuance and Purchase of Shares.

3.3 Conditions Precedent to Each of the First Closing and Second Closing.

3.4 Employee Stock Grants

3.5 Preemptive Rights

3.6 Share Ownership

3.7 Additional Financing

4. Operation and Management of the Company

4.1 Operation of the Company

4.2 Board of Directors

4.3 Removal; Reappointment of Directors

4.4 Board Meetings

4.5 Board Quorum; Resolutions

4.6 Napster Director Approval Rights

4.7 Officers

4.8 Representative Directors

4.9 Statutory Auditor

4.10 Shareholders' Meetings

4.11 Initial Public Offering

4.12 Business Plan and Annual Budget

4.13 Financial Statements and Accounting Records

4.14 Right of Inspection

4.15 Accounting

4.16 Conflict

4.17 Interested Matters

5. Additional Covenants

5.1 Confidentiality.

5.2 Publicity

5.3 Non-Solicitation

5.4 Non-Compete

5.5 Discussion of Business; Business Plan

5.6 Annual Updates to Competitor Schedules

6. Representations and Warranties of the Parties

6.1 Representations and Warranties of Napster

6.2 Representations and Warranties of Tower

6.3 Representations and Warranties of NPI

7. Indemnification

7.1 Indemnification

7.2 Indemnification Procedure

8. Term and Termination

8.1 Term

8.2 Termination

8.3 Special Event of Default Option

8.4 Effect of Termination

8.5 Post-default Voting

9. Transfer of Shares

9.1 General Restriction

9.2 Rights of Refusal

9.3 Effect

9.4 Initial Public Offering

10. General Provisions

10.1 Governing Law; Dispute Resolution.

10.2 Injunctive Relief

10.3 Notices and Other Communications

10.4 Language

10.5 Sever ability

10.6 References; Subject Headings

10.7 Further Assurances

10.8 Expenses

10.9 No Waiver

10.10 Entire Agreement; Amendments

10.11 Assignment

10.12 No Agency

10.13 No Beneficiaries

10.14 Counterparts

10.15 Incidental and Consequential Damages

 

附件:

1.
Joint Venture Operating Agreement - Napster LLC, Tower Records Japan Inc., Nikko Principal Investments Japan Ltd. and Napster Japan Inc. (O.docx 下载
发布于 2021-11-02 17:29:54
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