Captive Structure Sample Clauses

Captive Structure. The Control Documents, taken as a whole, intended to establish and maintain a captive structure through which the WFOE controls the Domestic Enterprise, have been duly executed and delivered by the parties thereto, and, to the best Knowledge of the Warrantors, constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and adequate to establish and maintain the intended captive structure, under which the financial statements of the Domestic Enterprise will be consolidated with those of the other Group Companies in accordance with the accounting standards. None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any government authorities challenging or questioning the legality or enforceability of any of the Control Documents.
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Captive Structure. The Control Documents, in the aggregate intended to establish and maintain a captive structure through which the WFOE controls the Domestic Enterprise, have been duly executed and delivered by the parties thereto, and, to the best Knowledge of the Group Companies, constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and adequate to establish and maintain the intended captive structure, under which the financial statements of the Domestic Enterprise will be consolidated with those of the other Group Companies in accordance with generally accepted account principles in the United States. None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any government authorities challenging or questioning the legality or enforceability of any of the Control Documents.
Sample 1Sample 2
Captive Structure. The Control Documents, in the aggregate intended to establish and maintain a Captive Structure through which the WFOE controls the Domestic Company, upon execution and delivery by the parties thereto, will constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and adequate to establish and maintain the intended Captive Structure, under which the financial statements of the Domestic Company will be consolidated with those of the other Group Companies in accordance with the Accounting Standards. None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any Governmental Authorities challenging or questioning the legality or enforceability of any of the Control Documents.
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Captive Structure. The control documents (each a “Control Document”) as listed on Schedule C hereto, taken as a whole, intended to establish and maintain a captive structure (the “Captive Structure”) through which the WFOE Controls each Domestic Company, have been duly executed and delivered by the parties thereto, and constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and adequate to establish and maintain the intended captive structure, under which the financial statements of each Domestic Company will be consolidated with those of the other Group Companies in accordance with the applicable general accepted accounting principles. The equity pledges contemplated by the Control Documents will be recorded with the relevant SAIC on or prior to the Closing Date. Each party to the Control Documents has been in compliance with the Control Documents, and none of the parties thereto has violated or breached any of the Control Documents to which it is a party. None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any Governmental Authorities challenging or questioning the legality or enforceability of any of the Control Documents.
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Captive Structure. In the event that the Captive Structure is terminated or collapses for any reason, upon the request of any New Investor (other than WP), the Company and each of the Principals shall use their respective best efforts to procure that such New Investor’s investment in the Company (including all of the rights and privileges granted to such New Investor under this Agreement and other Transaction Documents) shall be exchanged for equity interests with equivalent rights and privileges in the Domestic Company in accordance with the implementation measures as agreed by the Company and such New Investor.
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Captive Structure. Prior to the Closing, the Control Agreements will have been duly executed and delivered by the parties thereto, and constitute valid and biding obligations of the parties thereto enforceable in accordance with their respective terms and, upon the completion of requisite government registration, adequate to establish and maintain the intended captive structure, under which the financial statements of Tianjin Daojia can be consolidated with those of the Company in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any government authorities challenging or questioning the legality or enforceability of the Control Agreements.
Sample 1
Captive Structure. The Control Documents, in the aggregate intended to establish and maintain a captive structure through which the WFOE controls Shanghai Cango, constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and are adequate to establish and maintain the intended captive structure, under which the financial statements of Shanghai Cango will be consolidated with those of the other Group Companies in accordance with the Accounting Standards. None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any Governmental Authorities challenging or questioning the legality or enforceability of any of the Control Documents.
Sample 1
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Captive Structure. The Control Documents, upon execution, will constitute valid and binding obligations of the parties thereto and are adequate to establish and maintain the intended captive structure, under which the financial statements of the Domco can be consolidated with those of the other Group Companies in accordance with the then duly adopted accounting principles of the Company. None of the Warrantors has received any oral or written inquiries, notifications or any other form of official correspondence from any government authorities challenging or questioning the legality or enforceability of any of the Control Documents.
Sample 1
Captive Structure. The Control Documents, upon execution, will constitute valid and binding obligations of the parties thereto and are adequate to establish and maintain the intended captive structure, under which the financial statements of the OpCo can be consolidated with those of the other Acquired Companies in accordance with the then duly adopted accounting principles of Sen Lang. No oral or written inquiries, notifications or any other form of official correspondence has been issued by any government authorities challenging or questioning the legality or enforceability of any of the Control Documents.
Sample 1

Related to Captive Structure

  • Alternative Structure If following the date of this Agreement all of the conditions set forth in Article VI have been satisfied or waived (except that the tax representation letters in the forms as set forth in Exhibit B-1 and called for in Section 5.14 cannot be delivered and the condition set forth in Section 6.1(e) has not been waived), but the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the XxX and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • Classification Structure All employees working under this Agreement shall be classified according to the skill based classification structure set out in Appendix A.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Structure a) The committee will meet as necessary at times determined by the Association and TEBA. b) The Association and TEBA shall each bear the cost of their participation in this committee. c) The Association and TEBA will each appoint three (3) representatives to the committee. d) The committee will be chaired jointly.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.

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