Circular 75 Registration. Except as stated in Section 2.26 of the Schedule of Exceptions, each Person who directly or indirectly, through a holding company, holds any shares of the Company as of the Closing and who is a PRC Resident has either (i) complied with the registration and any other requirements of Circular 75, or (ii) delivered to the Company a written confirmation in form and substance reasonably satisfactory to such Purchaser that such Person (A) to such Person’s knowledge, is not subject to the registration requirements of Circular 75 or (B) to such Person’s knowledge, is subject to the registration requirements of Circular 75 and has complied with the registration requirements of Circular 75.
Circular 75 Registration. The Company undertakes to use commercially reasonable best efforts to cause the registration of the Purchaser’s ownership of the Shares to be registered under Circular 75 as soon as practicable after the Closing, and the satisfaction of all other requirements of Circular 75 with respect the transactions contemplated by the Transaction Documents (including the Restructuring). Without limitation of the foregoing, such registration under Circular 75 shall include details of the Purchaser’s nominees’ ownership of the Domestic Entities pursuant to the consummation of the Restructuring and the shares reserved for issuance under the Amended Share Plan. The Company undertakes to use commercially reasonable best efforts to cause any Person who may in the future directly or indirectly hold any shares of the Company and who is a PRC Resident to either (i) comply, as soon as possible, with the registration and any other requirements of Circular 75 as long as Circular 75 remains effective, or (ii) deliver to the Company and the Purchaser a written confirmation in form and substance reasonably satisfactory to the Purchaser that such Person is not subject to the registration requirements of Circular 75.
Circular 75 Registration. As soon as practicable and in any event within one hundred and twenty (120) days following Closing, the Founders and any other direct or indirect holders of the Ordinary Shares of the Company who is a PRC Resident shall have registered and/or updated its/his/her respective holding of legal and/or beneficial ownership in the Company with the applicable foreign exchange authority in the PRC as required under Circular 75 and/or any other applicable PRC laws and regulations, including the filing with respect to the consummation of the transactions as contemplated by this Agreement. The Group Companies shall urge each of the Founders and any other direct or indirect holders of the Ordinary Shares of the Company who is a PRC Resident to perform the covenants in accordance with this Section 7.9. None of the Group Companies and the Founders shall do any foreign exchanges activities unless the applicable SAFE Rules and Regulations are fully complied with.
Circular 75 Registration. Except as set forth in Schedule 4.21 of the Disclosure Schedules, each present and former holder or beneficial owner of any share capital of the Company who is a “Domestic Resident” as defined in SAFE Circular on Issues Relating to the Administration of Foreign Exchange of Company Financing through Offshore Special Purpose Vehicles and Round-Tripping Investment by PRC Resident (《关于境内居民通过境外特殊目的公司融资及返程投资外汇管理相关问题的通知[汇发2005(75)号]) issued by the State Administration of Foreign Exchange of the PRC (“SAFE”) on October 21, 2005 with effect from November 1, 2005 (“Circular 75”) and as supplemented by that certain implementing rule issued by SAFE on May 31, 2007 (known as Notice 106) and is subject to any of the registration or reporting requirements of Circular 75 (each, a “Circular 75 Security Holder”), has complied with such reporting and/or registration requirements under Circular 75 and any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”).
Circular 75 Registration. As promptly as practicable after the date hereof, each shareholder of the Company who qualifies as a “PRC resident shareholder” pursuant to the Circular Huifa [2005] No. 75 issued by the State Administration of Foreign Exchange of the PRC and effective as of November 11, 2005 (the “Circular 75”) shall use commercially reasonable efforts to file a registration form with the State Administration of Foreign Exchange or its competent local counterpart (“SAFE”) pursuant to the requirements of Circular 75 and SAFE.
Circular 75 Registration. As soon as practical but in any case within in twelve (12) months following the Closing, the Founders shall have completed an updated registration to reflect their respective change of shareholding in the Company (other than that resulting from the Redemption of Founders Shares pursuant to Section 6.12 below) pursuant to registration obligations imposed by the State Administration of Foreign Exchange (the “SAFE”) under the Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration of Financing and Inbound Investment through Offshore Special Purpose Companies by PRC Residents (the “SAFE Circular”) and other relevant implementation rules and regulations, and by other PRC governmental authorities in connection therewith. As soon as practical but in any case within in twelve (12) months following the closing of any Redemption of Founders Shares, the Founders shall have completed an updated registration to reflect their respective change of shareholding in the Company resulting from such redemption pursuant to registration obligations imposed by the SAFE under the SAFE Circular and other relevant implementation rules and regulations, and by other PRC governmental authorities in connection therewith. The Company shall procure the Key Holders to fully comply with all requirements and obligations under the SAFE Circular with respect to their respective holding of the equity interest in the Company or other Equity Securities in the Company (if any) on a continuing basis.
Circular 75 Registration. Except as disclosed in Section 2.27 of the Disclosure Schedule, each Person who directly or indirectly holds any shares of the Company as of the Closing and who is a PRC Resident has complied with the registration and any other requirements of Circular 75, including requirement to amend and update such registration to reflect any change in the information contained in the previous Circular 75 registration documents.
Circular 75 Registration. The Company and the Management Shareholder each shall undertake to use commercially reasonable efforts to cause any person who may in the future directly or indirectly hold any shares of the Company and who is a PRC Resident (as defined in the Purchase Agreement) to either (i) comply, as soon as possible, with the registration and any other requirements of Circular 75 (as defined in the Purchase Agreement) as long as Circular 75 remains effective, or (ii) deliver to the Company and each Investor a written confirmation in form and substance reasonably satisfactory to the Company and each Investor that such person is not subject to the registration requirements of Circular 75.
Circular 75 Registration. Schedule 4.22 of the Disclosure Schedules sets forth all the reporting and/or registrations made to date pursuant to the SAFE Rules and Regulations by each present and former holder or beneficial owner of any share capital of the Company who is a Circular 75 Security Holder.
Circular 75 Registration. As soon as possible but in no event later than ninety (90) day after the date of this Agreement, each of the direct or indirect shareholders of the Company, who is a PRC resident, shall apply to the applicable foreign exchange authority in the PRC for the change registration with respect to the transactions contemplated under the Series C Purchase Agreement and any previous shareholding changes of the Company or InnoLight SZ (if applicable) pursuant to the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on October 21, 2005 (“Circular 75”) and any successor rule or regulation under PRC law, and shall use its best efforts to complete such change registration and become fully compliant with Circular 75 and all other applicable SAFE rules and regulations in connection with their holding of shares of the Company by no later than February 28, 2015.
