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. 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. 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. 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
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
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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, 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

Related to Captive Structure

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Agreement Structure 2.1 An “Agreement” hereunder shall consist of this Master Agreement, the Schedule, and their applicable attachments and represents the complete and exclusive agreement between the Parties regarding the subject matter of the Schedule, and replaces any prior oral or written communications between the Parties relating thereto. Each Lease is effective when the Schedule containing such Lease is executed by the Parties thereto.

  • Group Structure (a) The Group Structure Chart shows:

  • Structure Appendices 1 and 2 are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, categories of data subjects and the applicable technical and organizational measures.

  • 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.

  • Capital Structure of the Company As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 3.3. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

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