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1) If any of the provisions contained in Exhibit A should not be approved by the appropriate authority for inclusion in the documents of incorporation of the Joint Company, the parties agree to make such amendments thereto as shall be acceptable to the said appropriate authority.
2) The parties hereto hereby subscribe to such capital stock of the Joint Company in equal amounts.
3) The absolute title, free and clear of all liens, charges and claims of any kind whatsoever, to the real property and all buildings and other structures thereon, including all fixtures, equipment and machinery located therein, situated at (address or other description), which said real property, buildings, structures, textures, equipment and machinery are more specifically described in Exhibit С annexed hereto.
4) Prior written notice of all directors' meeting shall be sent to all directors at least___________days before the meeting, specifying the time and place of the meeting and indicating a matters to be considered thereat, and including copies of any reports or studies relating thereto.
5) American Company and Foreign Company agree that neither will sell, transfer, assign, mortgage, pledge or otherwise encumber or deal with any or all shares of the capital stock of the Joint Company without the prior written consent of the other, except as hereafter provided.
6) The closing of any sale pursuant to this clause shall take place within________days after acceptance of the offer by the offeree or the giving of notice by the offeror of the exercise of its right of purchase hereunder.