ASIA TIME Sample Clauses

ASIA TIME intends to transfer to HUAYA all of its assets and liabilities to the extent not violating PRC Law. In order to conduct the above asset transfer, ASIA TIME agrees to grant HUAYA an irrevocable call option for assets (hereinafter the “ASSET CALL OPTION”), under which and to the extent as permitted by PRC Law, ASIA TIME shall on demand of HUAYA transfer the assets and liabilities to HUAYA and/or any other entity or individual designated by it in accordance with the provisions contained herein. THEREFORE, the Parties hereby have reached the following agreement upon mutual consultations:
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ASIA TIME hereby represents and warrants in respect to itself and the Target Company in which it holds equity as follows:
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ASIA TIME is a limited liability company operation duly registered and validly existing under PRC Law, with independent status as a legal person; ASIA TIME has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.
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ASIA TIME has full power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein.
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ASIA TIME is the enrolled legal shareholder of the Option Equity when this Agreement comes into effect, except the rights created by this Agreement, the Proxy Agreement, the Equity Pledge Agreement, there is no lien, pledge, claim and other encumbrances and third party rights on the Option Equity. In accordance with this Agreement, HUAYA and/or other entity or individual designated by it may, upon the Exercise of Option, obtain the proper title to the Transferred Equity free from any lien, pledge, claim and other encumbrances and third party rights.
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ASIA TIME undertakes that, before HUAYA Exercise of Option and acquire all equity of ASIA TIME, ASIA TIME shall not do the following:
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Related to ASIA TIME

  • Central Time After all Parties have been notified, the provisions of paragraphs (b) and (c) of this Section 2.1 shall apply.”

  • Business Time The Executive agrees to devote his full business time to the business and affairs of the Company and to use his best efforts to perform faithfully and efficiently the responsibilities assigned to him hereunder, to the extent necessary to discharge such responsibilities, except for:

  • Eastern Time The Closing shall be held at the offices of the Acquiring Fund or at such other time and/or place as the parties may agree.

  • Baltimore time If payment in Federal Funds for any purchase is not received or is received by the Fund after 3:00 p.m. Baltimore time on such Business Day, the Company shall promptly, upon the Fund's request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.

  • Non-Banking Days When any payment under any of the Security Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day unless such Banking Day falls in the next calendar month in which case payment shall be made on the immediately preceding Banking Day.

  • , E.S.T on the next following Business Day. For purposes of this Agreement, "Business Day" shall mean any day on which the New York Stock exchange is open for trading.

  • Expiration Time The Valuation Time Expiration Dates: Each Scheduled Trading Day during the period from, and including, the First Expiration Date to, but excluding, the 100th Scheduled Trading Day following the First Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation Agent shall make adjustments, if applicable, to the Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred pursuant to this clause as of the eighth Scheduled Trading Day following the last scheduled Expiration Date under the Transaction, such Scheduled Trading Day shall be deemed to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means. First Expiration Date: September 15, 2027 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.

  • Date, Time and Place of Closing The date, time and place of the transactions contemplated hereunder shall be the day the Operating Partnership receives the proceeds from the Public Offering from the underwriter(s), at 10:00 a.m. in the office of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx (the “

  • Place and Time The closing of the sale and purchase of the Shares (the “Closing”) shall take place at the offices of Xxxxx Xxxxx & Associates, PLLC, 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, X.X. 00000 on such date (the “Closing Date”) and time as the parties shall so agree. Except as agreed to by the parties, the Closing shall occur simultaneous with the execution and delivery of this Agreement.

  • Vacation Time During the Employment Term, the Employee shall be entitled to four (4) weeks of paid vacation per calendar year in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time.

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