Common use of Memorandum and Articles of Association Clause in Contracts

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Zhang Ray Ruiping), Agreement and Plan of Merger (BPEA Teamsport LTD), Agreement and Plan of Merger (eHi Car Services LTD)

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Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of the Company and each Group Companyof its Subsidiaries. Such All such memorandum and articles of association or equivalent organizational documents are in full force and effect as effect. Neither the Company nor any of the date hereof. No Group Company its Subsidiaries is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respectdocuments, as applicable.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Sequoia Capital China I Lp), Agreement and Plan of Merger (Le Gaga Holdings LTD), Agreement and Plan of Merger (Chiu Na Lai)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to dateor modified as of the date hereof, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Chuanwei Zhang), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD), Agreement and Plan of Merger (Alibaba Group Holding LTD)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of (a) the memorandum and articles of association or equivalent organizational documents, each as amended to dateor modified as of the date hereof, of the Company and (b) the memorandum and articles of association or equivalent organizational documents of each Group Subsidiary of the Company, and all material amendments and modifications thereto as of the date hereof. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Ali YK Investment Holding LTD), Agreement and Plan of Merger (Youku Tudou Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a true, correct and complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each of the Company as amended to date, in effect as of each Group Companythe date of this Agreement. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No None of the Group Company Companies is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (China Index Holdings LTD)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a true, complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereofeffect. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respectdocuments.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wang Benson Haibing), Agreement and Plan of Merger (Taomee Holdings LTD)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tang Liang), Agreement and Plan of Merger (Ossen Innovation Co. Ltd.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of the Company and each Group of the Company’s material Subsidiaries that is a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X of the SEC). Such memorandum and articles of association or equivalent organizational documents are in full force and effect as effect. Neither the Company nor any Subsidiary of the date hereof. No Group Company is in material violation of any of the provisions provision of its memorandum and articles of association or equivalent organizational documents in any material respectdocuments.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Maxlinear Inc)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereofeffect. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 2 contracts

Samples: Plan of Merger (E-Commerce China Dangdang Inc.), Agreement and Plan of Merger (E-House (China) Holdings LTD)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of the Company and each Group Companyof its Subsidiaries. Such Except as set forth in Section 4.02 of the Company Disclosure Schedule, such memorandum and articles of association or equivalent organizational documents are in full force and effect and have been duly filed, approved or issued (as applicable) by applicable Governmental Authorities. Neither the Company nor any of the date hereof. No Group Company its Subsidiaries is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chen Chris Shuning), Agreement and Plan of Merger (Pactera Technology International Ltd.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent Merger Sub a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereofhereof and, if required under applicable Law, have been registered with, as applicable, the appropriate Governmental Authorities. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yan Rick), Agreement and Plan of Merger (51job, Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company set forth in the Exhibit 8.1 to the Company’s 2019 annual report on form 20-F filed with SEC on April 29, 2020. Such All memorandum and articles of association or equivalent organizational documents of Group Companies are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yao Jinbo), Agreement and Plan of Merger (58.com Inc.)

Memorandum and Articles of Association. (i) The Company has heretofore furnished or otherwise made available to Parent a true, complete and correct copy of the memorandum and articles of association or equivalent organizational documentsof the Company, each as amended and restated to date, date (the “Company Memorandum and Articles of each Group CompanyAssociation”) as currently in effect. Such memorandum The Company Memorandum and articles Articles of association or equivalent organizational documents Association are in full force and effect as of and the date hereof. No Group Company is not in violation of any of the its provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD), Agreement and Plan of Merger (Wang Shuang)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent Parent, prior to the date hereof, a correct and complete and correct copy of the memorandum and articles of association association, as amended to date (the “Memorandum of Association”), of the Company as currently in effect, and equivalent memorandum and articles of association, organizational or equivalent organizational governing documents, each as amended to date, of each Group of the Company. Such memorandum ’s material subsidiaries, and articles each of association or equivalent organizational the foregoing documents are is in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respecteffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhangmen Education Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereofeffect. No Group Company is in material violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respectdocuments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kongzhong Corp)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, as applicable, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereofeffect. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents documents, as applicable, in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (iKang Healthcare Group, Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to dateor modified as of the date hereof, of the Company and each Group CompanyActive Subsidiary. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Neither the Company nor any Active Subsidiary is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Focus Media Holding LTD)

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Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group CompanyMaterial Subsidiary. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company Material Subsidiary is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nord Anglia Education, Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of the Company and each Group Companyof its Subsidiaries. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ho Chi Sing)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in documents, except for any material respectsuch violation that has not had and would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Supernova Investment Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of the Company and each Group CompanyActive Subsidiary. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Neither the Company nor any Active Subsidiary is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WuXi PharmaTech (Cayman) Inc.)

Memorandum and Articles of Association. (i) The Company has heretofore furnished or otherwise made available to Parent a true, complete and correct copy of the memorandum and articles of association or equivalent organizational documentsof the Company, each as amended and restated to date, date (the “Company Memorandum and Articles of each Group CompanyAssociation”) as currently in effect. Such memorandum The Company Memorandum and articles Articles of association or equivalent organizational documents Association are in full force and effect as of and the date hereof. No Group Company is not in violation of any of the its provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ShangPharma Corp)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum memoranda and articles of association or other equivalent organizational documents, each as amended to date, of the Company and each Group Companyof its Subsidiaries. Such memorandum memoranda and articles of association or equivalent organizational documents documents, are in full force and effect as of the date hereof. No Group Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global-Tech Advanced Innovations Inc.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group the Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perfect World Co., Ltd.)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended or modified to date, of the Company and each Group CompanySubsidiary. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Neither the Company nor any Subsidiary is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respectdocuments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lj International Inc)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent a true, complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereofeffect. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mindray Medical International LTD)

Memorandum and Articles of Association. The Company has heretofore furnished or otherwise made available to Parent or its Representatives a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of each Group the Company. Such The memorandum and articles of association of the Company and the memorandum and articles of association or equivalent organizational documents of each Company Subsidiary, each as amended to date, are in full force and effect as of the date hereofeffect. No Each Group Company is in violation of any of compliance with the provisions of its memorandum and articles of association or equivalent organizational documents in any all material respectrespects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stealth BioTherapeutics Corp)

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