Common use of Charter Documents; Books and Records Clause in Contracts

Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investors. Each Group Company has been in compliance with its Charter Documents in all material respects and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors a copy of its minute books. Such copy is true and correct, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the applicable PRC GAAP or US GAAP. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly prepared and filed.

Appears in 4 contracts

Samples: Share Purchase Agreement (LAIX Inc.), Share Purchase Agreement (LingoChamp Inc.), Share Purchase Agreement

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Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the InvestorsInvestor. Each Group Company has been in compliance with its Charter Documents in all material respects Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors Investor or its counsel a copy of its minute books. Such copy is true true, correct and correctcomplete, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements and Management Accounts to be prepared in accordance with the applicable PRC GAAP or US GAAPAccounting Standards. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly prepared made up and filed.. Series B-2 Preferred Share Subscription Agreement

Appears in 3 contracts

Samples: Preferred Share Subscription Agreement, Preferred Share Subscription Agreement (HUYA Inc.), Preferred Share Subscription Agreement (HUYA Inc.)

Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the InvestorsInvestor. Each Group Company has been in compliance with its Charter Documents in all material respects Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors Investor or its counsel a copy of its minute books. Such copy is true true, correct and correctcomplete, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements and Management Accounts to be prepared in accordance with the applicable PRC GAAP or US GAAPAccounting Standards. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly prepared made up and filed.. 19 Series B-2 Preferred Share Subscription Agreement

Appears in 1 contract

Samples: Preferred Share Subscription Agreement (YY Inc.)

Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the InvestorsInvestor. Each Group Company has been in compliance with its Charter Documents in all material respects Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors Investor or their counsel a copy of its minute books. Such copy is true true, correct and correctcomplete, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the applicable PRC GAAP or US GAAP. None of the books of account or records of any Group Company contains any falsified entriesAccounting Standards. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register, and to the Knowledge of the Warrantors there are no circumstances which might lead to any application for its rectification. All documents required requiring to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company Companies is being incorporated or established have been properly prepared made up and filed.

Appears in 1 contract

Samples: Share Purchase Agreement (JD.com, Inc.)

Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investorseach Investor. Each Group Company has been in compliance with its Charter Documents in all material respects Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors or its counsel a copy of its minute books. Such copy is true true, correct and correctcomplete, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the applicable PRC GAAP or US GAAPAccounting Standards. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly prepared made up and filed.. 20 Series A Preferred Share Subscription Agreement

Appears in 1 contract

Samples: Series a Preferred Share Subscription Agreement (YY Inc.)

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Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investorseach Investor. Each Group Company has been in compliance with its Charter Documents in all material respects Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors or its counsel a copy of its minute books. Such copy is true true, correct and correctcomplete, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the applicable PRC GAAP or US GAAPAccounting Standards. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly prepared made up and filed.. Series A Preferred Share Subscription Agreement

Appears in 1 contract

Samples: Series a Preferred Share Subscription Agreement (HUYA Inc.)

Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investorseach Investor. Each Group Company has been in compliance with its Charter Documents in all material respects Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company maintains its books of account and other financial records, minute books, stock record books, and other records (the “Books and Records”) in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements (as defined below) to be prepared in accordance with the Accounting Standards. Each Group Company has made available to the Investors each Investor or its counsel a copy of its minute books. Such copy is true true, correct and correctcomplete, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the applicable PRC GAAP or US GAAP. None of the books of account or records of any Group Company contains any falsified entriesaccurately. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company Companies is being incorporated or established have been properly prepared made up and filed.

Appears in 1 contract

Samples: Series C Preferred Share Subscription Agreement (Perfect Corp.)

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