【正文】 p duties etc. 只有當下述各項前提條件已經(jīng)實現(xiàn)或者雙方通過書面形式進展豁免各方才有義務(wù)對的注冊資本進展出資： No Party shall have any obligation to make any contribution to the pany’s registered capital until ea of the following conditions precedent has been ful172。 [可選方案：根據(jù)特定情況包括____等〕所增加的其它前提條件[OPTIONS: other conditions precedent to be added according to the specific case including . 本合資經(jīng)營合同附件[...]中和[...]之間所簽訂的技術(shù)容許協(xié)議/商標容許協(xié)議】經(jīng)簽署并經(jīng)主登記；】[The [tenology license agreement/trademark license agreement] between the 172?！縖The pany39。s Board of Directors at its first meeting and became binding on the pany and, to the extent required by mandatory law, were registered with the petent authorities and became legally effective as set out there in] 雙方收到了其滿意的證據(jù)即：中國主將及時授予經(jīng)營所需的相關(guān)批準、容許、容許證和登記；】[The Parties received evidence satisfactory to them that the petent inese authorities will grant in due course the relevant approvals, li172。] 合法有效的結(jié)以及在法律要求的范圍內(nèi)對本合資經(jīng)營合同附件X中規(guī)定的?土地和建筑物租賃合同?進展登記對[ ]方在第___條中所作的[ ]方滿意的保證進展核實。] 未發(fā)生對方違犯任何保證、聲明或承諾的情況；】[No brea of any warranty, representation or covenant or other underaking by the other Party has occurred。If any of the conditions precedent as of Subparagraph (c) to ([…]) is not fulfilled in 90 (ninety) days after the fulfilment of the conditions precedent as of Subparagraph (a) and (b) above, and the Parties do not agree in writing to waive su conditions precedent or to extend the time for its fulfilment, then ea Party shall have the right to terminate in writing this Joint Venture Contract, in whi case no Party and no third party or authority shall have any right whatsoever to require the other or either of the Parties to make any contribution to the registered capital or to claim any damages from the other or either of the Parties. In su case the pany shall be dissolved and liquidated as set out in Article [...] unless one Party acquires from the other Party its equity stake in the pany as provided for in Article […] of this Joint Venture Contract. 假設(shè)在第[...]條規(guī)定的限內(nèi)或雙方約定的此類其它日內(nèi)根據(jù)a〕和b〕項所規(guī)定的前提條件未能實現(xiàn)那么本合資經(jīng)營合同和章程將按第[...]條規(guī)定自動變?yōu)闊o效。在此情況下違約方同意并承受實現(xiàn)對方進展該收購所需采取的所有措施。出資證明書應(yīng)當包括如下事項： Within one (1) month after ea contribution by the Parties to the registered capital the pany shall cause the pany39。 d) 相關(guān)方支付或繳付出資的日和金額；d) The date and amount of the contribution paid in or made by the Party concerned。g) The signatures of the airman and of the Vice airman of the Board of Directors of the pany. 出資證明書應(yīng)構(gòu)成雙方出資的性證據(jù)。 share ratio in accordance with Article may be anged and be determined based on the total investment subsequent to the increase or decrease respectively. Contributions to increased registered capital may be made by reinvesting profits. [可選方案 1：[OPTION 1: [可選方案2：[OPTION 2: 假設(shè)在提議增加注冊資本之前一年已經(jīng)到達了工程中規(guī)定的目的那么非提議方必須同意該注冊資本的增加并且必須促使其在的代表同意該增資。假設(shè)對方在其收到增資懇求后的[...] ([...])天內(nèi)未能及時同意該增資和/或同意對施行注冊資本的增加所需的變更那么懇求方應(yīng)有權(quán)要求單方增加的總額和注冊資本并全額認繳對注冊資本的該增加額。Neither Party shall mortgage, pledge, arge or otherwise encumber all or any part of its contribution to the pany180。If the Cost Overrun is less than or the equal of twenty percent (20) of the total investment, then the pany shall undertake best efforts to obtain additional loans to finance su Cost Overrun. If the pany has not obtained the required loans within three (3) months, the Parties shall cause the Directors appointed by them to adopt a resolution to increase the registered capital and the Parties shall contribute the necessary additional registered capital according to their equity ratio so that [...] ([…]) or su ratio as shall be required by law of the increased total investment shall be financed by capital contributions of the Parties. 假設(shè)本錢超支高于總的百分之二十20〕根據(jù)第[...]條的規(guī)定對注冊資本的任何增加均應(yīng)需要的一致同意批準。s share.]] [ 注：可選方案條款的進一步貸款融資[ NOTE: Optional Clause on Further Loan Financing 應(yīng)當通過銀行提供貸款或的其他來源貸款融資到達人民幣 [...] [...]〕。 During a period of […] ([…]) years from the issuance of the Business License to the pany, no Party shall sell, transfer, assign or otherwise dispose of all or part of its shares to any third party including any affiliate without the written consent of the other Party and no Party shall be required to consent to su assignment. 未經(jīng)另一方的事先書面同意任何一方均不得就其持有的全部或部股份設(shè)置抵押、質(zhì)押、擔保或以其他方式設(shè)置權(quán)利負擔。b) If after two (2) months from receipt of the Offer, the Offeree have not replied to the Offer, or have indicated in writing that they are not interested in purasing the share, the Offeror shall have the right to offer its share for sale to a third party in accordance with the stipulations set forth in this Joint Venture Contract. c) 假設(shè)自收到要約后兩2〕個月內(nèi)受要約方至少書面說明其有意購置股份雙方應(yīng)努力就合理的購置價格達成一致。外聘審計師的費用應(yīng)由雙方根據(jù)各自所持的注冊資本按比例分擔。e) The Offeror shall inform the Offeree, within one (1) month from receiving the auditor39。f) The Offeree shall inform the Offeror within one and a half (1 1/2) months after the Offeror has indicated its willingness to sell, pursuant to Subapter 4/. e) above, as to whether the Offeree is prepared to purase the share at the price stated in the opinion. If the Offeree refuses to purase the share at the price stated in the opinion, or if within the period of one (1) month the Offeree fails to inform the Offeror of their intent to purase the share, the Offeror shall have the right to offer for sale to a third party its share. The conditions of this offer to sell to the third party shall not be more favorable than those at whi the share was offered for sale to the Offeree. g) 在向第三方各自股份之前受要約方有權(quán)要求要約方披露受要約方可能合理要求的本次轉(zhuǎn)讓以及第三方的所有信息。轉(zhuǎn)讓的一方應(yīng)向另一方提供上述承諾的證據(jù)。 or b) 另一方或的競爭者獲得、享有一方的[ ]百分之[ ]〕或更多的股份或行使該一方的表決控制權(quán)；或b) […] ([…] percent) or more of the shares in a Party (“Offeror〞) are acquired, owned or voting control is exercised by a petitor of the other Party (“Offeree〞) or of the pany。s purase request, it shall be determined by an auditor to be appointed by the Board of Directors as set out in said Subapter 4/ (d) above. ] . 股份的任何、轉(zhuǎn)讓或其他處置應(yīng)根據(jù)法律要求并在法律要求的范圍內(nèi)提交審批批準