BVI Subsidiary Sample Clauses

BVI Subsidiary. Immediately prior to the Closing, the total number of issued and outstanding shares of the BVI Subsidiary is 1, which is issued and owned by the Company free of any Encumbrances.
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BVI Subsidiary. The authorized share capital of the BVI Subsidiary is US$50,000, divided into 50,000 shares of US$1 each, 50,000 shares of which are duly issued and outstanding and held by the Company. There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the BVI Subsidiary. Except as set forth in its Constitutional Documents and provided by the applicable Laws, no outstanding Equity Securities of the BVI Subsidiary are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of the BVI Subsidiary or any other Person).
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BVI Subsidiary. The BVI Subsidiary was formed solely to acquire and hold Equity Securities in the HK Subsidiary and since its formation has not engaged in any other business and has not incurred any Liability in the course of its business of acquiring and holding its Equity Securities in the HK Subsidiary.
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BVI Subsidiary. The authorized share capital of the BVI Subsidiary is and immediately prior to and following the Closing shall be US$1, divided into 1 share of US$1 each, which is issued and outstanding and held by the Company.
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BVI Subsidiary. The memorandum of association and the articles of association of the BVI Subsidiary have been duly amended and restated in form and substance to the satisfactory of the Investor.
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BVI Subsidiary. Immediately prior to the First Closing, the share capital of the BVI Subsidiary is US$60,000, consisting of (i) 167,676,396 ordinary shares, par value US$0.00025 per share, of which 44,245,388 is issued and outstanding, and (ii) 72,323,604 preference shares par value US$0.00025 per share, of which 27,028,572 are designated as series A preference shares, all of which are issued and outstanding, 19,047,620 are designated as series A-1 preference shares, all of which are issued and outstanding, and 26,247,412 are designed as series B preference shares, all of which is issued and outstanding and the Company owns hundred percent (100%) of the issued and outstanding ordinary shares and preference shares of the BVI Subsidiary (on a fully diluted basis) which is free and clear of any Encumbrance. There are no subscriptions, options, warrants, conversion privileges, pre-emptive or other rights or Contracts with respect to the issuance or transfer of any shares of the BVI Subsidiary. There are no shares of the BVI Subsidiary’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the BVI Subsidiary, that are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the BVI Subsidiary or any other Person).
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BVI Subsidiary. “BVI Subsidiary” shall have the meaning set forth in the introductory paragraph of the Agreement.
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Related to BVI Subsidiary

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Material Subsidiary Prompt notice of any Person becoming a Material Subsidiary;

  • any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 10.10; and

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Domestic Subsidiaries Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.