Acquisition of the Target Company Sample Clauses

Acquisition of the Target Company. In accordance with the Company Law and other relevant laws and regulations of the PRC, the Seller shall transfer 51% of the equity interest it holds in the Target Company (corresponding to the registered capital of RMB2.55 million, which has not been paid) (the “Target Shares”) to JYD on the effective date of this Agreement (the “Share Acquisition”), and the Share Acquisition shall be deemed to have been closed as of the effective date of this Agreement. Upon the closing of Share Acquisition, JYD will become the shareholder of the Target Company and have the rights set forth in this Agreement and the Articles (including but not limited to receiving dividends from the Target Company in proportion to its shareholding). The parties agree to execute the Articles of the Target Company and other ancillary agreements, resolutions and other documents necessary to be executed for the purpose of completing the Share Acquisition in accordance with this Agreement, within five (5) business days after the execution of this Agreement or other period agreed by JYD, and submit application documents for registration procedure relating to the Share Acquisition to the competent SAMR within ten (10) business days or other period agreed by JYD, which documents shall specify the nomination and appointment of the candidates for directors, general manager, supervisor and other positions by the Shareholders of the Target Company in accordance with this Agreement. Matters not covered by this Agreement shall be governed by and in accordance with the Articles. For any conflict or discrepancy between the provisions of the Articles and this Agreement or for any matters not specified in the Articles, this Agreement shall prevail. After completion of the registration procedure of the Share Acquisition with the SAMR, the Board of Directors shall engage Xxx Xxxxxx as the general manager of the Target Company for a term of three years to carry out the business, and Xxx Xxxxxx will concurrently serve as both a director and the general manager. Xxx Xxxxxx shall enjoy the standard remuneration corresponding to the position of general manager, with monthly after-tax salary not less than RMB***, and business commission at a rate not less than ***% of the gross profit of the business, with the specific terms and conditions subject to the labor contract entered into between Xxx Xxxxxx and the Target Company as well as the Target Company’s incentive policy and any other relevant documents.
Sample 1
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Acquisition of the Target Company. At the Closing, and subject to and upon the terms and conditions of this Agreement, the Stockholders shall sell, transfer, convey, assign and deliver to Holdco, and Holdco shall purchase, acquire and accept from the Stockholders all of the Target Company Ordinary Shares set forth opposite such Stockholder’s name on Exhibit B, free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws).
Sample 1
Acquisition of the Target Company. In accordance with the Company Law and other relevant laws and regulations of the PRC, the Seller shall transfer 51% of the equity interest it holds in the Target Company (corresponding to the registered capital of RMB5.1 million) (the “Target Shares”) to JYD on the effective date of this Agreement (the “Share Acquisition”), and the Share Acquisition shall be deemed to have been closed as of the effective date of this Agreement. Upon the closing of Share Acquisition, JYD will become the shareholder of the Target Company and have the rights set forth in this Agreement and the Articles (including but not limited to receiving dividends from the Target Company in proportion to its shareholding). The parties agree to execute the Articles of the Target Company and other ancillary agreements, resolutions and other documents necessary to be executed for the purpose of completing the Share Acquisition in accordance with this Agreement, within five (5) business days after the execution of this Agreement or other period agreed by XXX, and submit application documents for registration procedure relating to the Share Acquisition to the competent SAMR within ten (10) business days or other period agreed by JYD, which documents shall specify that the Seller will resign from the positions of legal representative, executive director, and manager of the Target Company and the Shareholders will nominate and appoint the candidates for such positions in accordance with this Agreement. Matters not covered by this Agreement shall be governed by and in accordance with the Articles. For any conflict or discrepancy between the provisions of the Articles and this Agreement or for any matters not specified in the Articles, this Agreement shall prevail.
Sample 1
Acquisition of the Target Company. On 21 October 2024 (after trading hours), the Company and COFCO Industry Investment entered into the Acquisition Agreement, pursuant to which COFCO Industry Investment agreed to sell and the Company agreed to acquire 100% equity interest in COFCO Jiahua (being the Target Company). Further details of the Acquisition are set out below. COFCO Jiahua is a company established in the PRC in January 2018 with limited liability and an indirect wholly-owned subsidiary of COFCO. COFCO Jiahua is principally engaged in investment holding and holds 100% equity interest in COFCO Feed. COFCO Feed is committed to providing customers with comprehensive animal nutrition solutions. Its core business covers research and development, production, sales and supporting technical services of feed products such as pig feed, ruminant feed, poultry feed, aquatic feed and premix, and has developed into a national animal nutrition solution provider.
Sample 1

Related to Acquisition of the Target Company

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Consummation of Acquisition The Acquisition shall have been consummated (or shall be consummated substantially contemporaneously) for an aggregate purchase price (excluding assumption of Debt) not exceeding the amount set forth on Schedule 6.2(g) under the heading “Maximum Purchase Price of Target Company” pursuant to documentation satisfactory to the Administrative Agent, no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that would have a Company Material Adverse Effect (as defined in the Merger Agreement) or a material adverse effect on the properties, business, operations, prospects or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole or the ability of the Borrower or any of its Restricted Subsidiaries to perform its obligations under the Loan Documents, the transaction fees and expenses for the Acquisition together with the fees referenced in Section 6.2(e)(iii) shall not exceed the amount set forth on Schedule 6.2(g) under the heading “Maximum Transaction Fees and Expenses of Acquisition”, and the Administrative Agent shall have received (or shall receive substantially contemporaneously) the following documents: (A) if counsel to the Target Company delivers an opinion to the Borrower in connection with Acquisition, a copy of such opinion, accompanied by reliance letters in favor of the Administrative Agent and the Lenders, (B) opinions from such special and local counsel as may be required by the Administrative Agent, (C) documents and other instruments as are customary for transactions of this type or as the Administrative Agent may reasonably request (including, without limitation, the analogous documents required to be delivered in Sections 6.2(b)(ii), (b)(iii), (b)(iv) and (d)(i) with respect to the Target Company, its Subsidiaries and their respective authorization to execute, deliver and perform the Merger Agreement and the transactions contemplated therein, as applicable) and (D) such evidence as the Administrative Agent may reasonably request that the Acquisition does not violate the terms of the High-Yield Note Indenture.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it. (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Inventory and Equipment to the extent expressly permitted by Section 4.3 and (ii) any other sales or dispositions expressly permitted by this Agreement.

  • CERTIFICATION REGARDING CERTAIN FOREIGN-OWNED COMPANIES IN CONNECTION WITH CRITICAL INFRASTRUCTURE (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree to the following required by Texas law as of September 1, 2021: Proposing Company is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to the company direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by the Proposing Company for product warranty and support purposes. Company, certifies that neither it nor its parent company nor any affiliate of company or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this contract, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See Tex. Gov’t Code § 2274.0101(2) of SB 1226 (87th leg.). The company verifies and certifies that company will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments; (iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (iv) Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments; (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; (vi) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and (vii) Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments.

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