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A Loan Agreement
Article 3 Repayment of the loan, prepayment
The Loan should be repaid in nine (9) equal semiannual installments in accordance with the schedule set out in Exhibit B attached hereto.
The Borrower shall have the right to prepay the then outstanding balance of the LOAN in whole on any Interest Payment Day only, without any premium or penalty, as long as at least 60 calendar days prior written notice is given, together with the Interest accrued and any other amounts then due.
Each reference herein to Dollars is of the essence. The obligations of the Borrower in respect of any amount due hereunder shall, notwithstanding any payment in any other currency (whether pursuant to a judgement or otherwise), be discharged only to the extent of the amount in Dollars that the Lender may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost of exchange) on the business day immediately following the day on which the Lender receives such payment. Any obligation of the Borrower not discharged by such payment shall be due as a separate and independent obligation and until discharged as provided herein, shall continue in full force and effect.
The Borrower shall use the Loan solely for the payment on behalf of the Buyer of the purchase price of the Equipment purchased by the Buyer under Addendum. The parties hereto to explicitly understand and agree that, notwithstanding any dispute, breach or default concerning the purchase Contract and/ or the Addendum, the provision of this Agreement, including, without limitation, the Borrower’s obligations to fully repay the Loan and pay all Interest as provided for herein, shall unchanged and fully enforceable by the parties hereto.
Article 4. Expenses, Fees
There are two steps to be taken before starting your business:
Choosing the legal structure of the business is the crucial step in the decisions you will have to make. Your choice will affect daily operations of the business, the taxes to be paid and the degree of liability of the entrepreneur and of any partners he may have.
It is important to choose the legal form that will enable your business to develop, while taking into consideration the activities to be taken on. Your notary, lawyer or accountant can help you make the right choice.
The most popular form of business is a joint-stock company, also called a company or corporation, a joint-stock company is a ‘legal person’. This means that the company itself has rights and powers separate and different from those of the natural or legal persons who compose it and are its shareholders. A joint-stock company has its own assets and incurs its own debts. The liability of the shareholders is limited to their investment.
Once you set up a joint-stock company, you need to prepare its Memorandum of association, which must contain the following clauses:
The company’s name (Clause 1)
A company is only a legal person but, like a human being, it must have a name…..
The final words of the name – generally. A private company whether limited by shares or guarantee, must end its name with the word ‘limited’. A public company must end its name with the words ‘public limited company’. The short forms – ‘Ltd’ and ‘plc’ – are allowed. These words or their short forms, must not appear elsewhere in the name.
Registered office (Clause 2)
There is only a statement that the registered office is situated in England. The actual address is not given but, as we have seen, it is filed with the Registrar when applying for registration.
The actual address can be changed by an ordinary resolution of the members. This requires a 51 per cent majority.
Objects (Clause 3) Generally
This clause lists the things which the company can do. If it enters into a transaction which is not included in the clause, that transaction will at common law be ultra vires (that is, beyond its powers) and void (that is, of no effect).
Limitation of liability (Clause 4)
This clause simply states that the liability of the membership is limited.
Capital (Clause 5)
This clause must state the amount of the company’s authorized capital and its division into fixed nominal value.
Finally, there is an association clause which states that the subscribers wish to be formed into a company and that they agree to take the shares opposite their names.
Articles of Association
The second major document, governing the company is the articles of association. The articles together with memorandum when registered are a contract which binds the company and its members as if signed and sealed by each member.
It contains the shareholders’ rights and the amount of shares; regulations and procedures on general meeting and the list of the directors and their rights and duties. There are also stated different questions related to the regulation of the company.
If a joint-stock company goes bankrupt and can not pay out its debts, then either the shareholders or the creditors are entitled to sell it out. But first of all a liquidation committee is formed to regulate the process of winding up. In case of a voluntary liquidation the commission is appointed by the shareholders of the general meeting, but if the winding-up is compulsory then a court, in majority cases an arbitration must appoint this committee to solve the problem.
V The process of developing a corporate plan goes through several stages. Put the items (a-i) below in the correct place on the corporate plan:
VI.Translate into English:
Most organizations have a hierarchical or pyramidal structure, with one person or a group of people at the top, and increasing number of people below them at each successful level. There is a clear line or chain of command running down the pyramid. All people in the organization know what decisions they are able to make, who their superior (or boss) is (to whom they report), and to whom they can give instructions.
Some people in an organization have colleagues who help them: for example, there might be an Assistant to the Marketing Manager.
Today, most large marketing organizations have a functional structure, including (among others) production, finance, marketing, sales and personnel or staff departments. This means, for example, that the production and marketing departments cannot take financial decisions without consulting the finance department.
Functional organization is efficient, but there are two standard criticisms. Firstly, people are usually more concerned with the success of their department than that of the company, so there are permanent battles between, for example, finance and marketing, or marketing or production, which have incompatible goals. Secondly, separating functions is unlikely to encourage innovation.
Yet for a large organization manufacturing a range of products, having a single production department is generally inefficient. Consequently, most large companies are decentralized. Each division has its own engineering, production and sales departments, made a different category of car (but with some overlap, to encourage internal competition), and was expected to make a profit.
Businesses that cannot be divided into autonomous divisions with their own markets can simulate decentralization, setting up divisions that deal with each other using internally determined transfer prices. Many banks, for example, have established commercial, corporate, private banking, international and investment divisions.
An inherent problem of hierarchies is that people at lower levels are unable to make important decisions, but have to pass on responsibility to their boss. One solution to this is matrix management, in which people report to more than one superior. For example, a product manager with an idea might be able to deal directly with managers responsible for a certain market segment and for a geographical region, as well as the managers responsible for the traditional functions of finance, sales and production. This is one way of keeping authority at lower levels, but it is not necessarily a very efficient one. Some people insist on the necessity of pushing authority and autonomy down the line, but argue that one element – probably the product – must have priority; four dimensional matrices are far too complex.
A further possibility is to have wholly autonomous, temporary groups or teams that are responsible for an entire project, and are split up as soon as it is successfully completed .Teams are not often very good for decision-making, and they run the risk of relational problems, unless they are small and have a lot of self-discipline. In fact they still require a definite leader, on whom their success probably depends.
II Answer these questions:
III. Which of the following three paragraphs most accurately summarizes the text, and why?
Although most organizations are hierarchical, with a number of levels, and a line of command running from the top to the bottom, hierarchies should be avoided because they make decision-making slow and difficult. A solution to this problem is matrix management, which allows people from the traditional functional departments of production, finance, marketing, sales, etc. to work together in teams. Another solution is decentralization: the separation of the organization into competing autonomous divisions.
Most business organizations have a hierarchy consisting of several levels and a clear line of command. There may also be staff positions that are not integrated into hierarchy. The organization might also be divided into functional departments, such as production, finance, marketing, sales and personnel. Larger organizations are often further divided into autonomous divisions, each with its own functional sections. More recent organizational systems include matrix management and teams, both of which combine people from different functions and keep decision-making at lower level.
Most businesses are organized as hierarchies, with a clear chain of command: a boss who has subordinates, who in turn have their own subordinates, and so on. The hierarchy might be internally divided into functional departments. A company offering a large number of products or services might also be subdivided into autonomous divisions. Communication among divisions can be improved by the introduction of matrix management or teams.
Mr. Richard Baldwin
President and Chief Executive Officer
The h…………of the company is Chief Executive Officer. He is also the P…………….and am………….of the Board of Directors. U……….him there are four e……….managers, responsible for research and d………., production, f………., personnel and administration and m……….and sales.
The company’s activities are d……….into six business areas, headed by different d……….managers. These managers r………directly to the Chief Executive Officer.
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