Compliance with Laws; Consents and Permits. Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the organizational documents of the Company or violate any constitution, statute, regulation, or rule of any government authority to which the Company is subject, or (ii) conflict with, result in a breach of, constitute a default under, any agreement to which the Company is a party. Each Group Company has all material Permits, licenses, and any similar authority necessary for the conduct of its business as currently conducted and the ownership of its properties and assets.
Compliance with Laws; Consents and Permits. None of the Group Companies has conducted any activity in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Group Company has all material approvals, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise which are subject to periodic renewal, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC authorities.
Compliance with Laws; Consents and Permits. None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ (direct or indirect) investment in the Company under the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (the “Circular 37”) and any successor rule or regulation under PRC law, and the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors jointly issued by MOFCOM, the State Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission and SAFE on August 8, 2006 (as amended on June 22, 2009 and from time to time) (the “Order No.10”)) of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. Except as disclosed in Section 3.11 of the Disclosure Schedule, all consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Group Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such franchises, permits, licenses or other similar authority.
Compliance with Laws; Consents and Permits. (a) None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ (direct or indirect) investment in the Company under the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014, and any successor rule or regulation under PRC law (the “Circular37”) and the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors jointly issued by MOFCOM, the State Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission and SAFE on August 8, 2006 (as amended on June 22, 2009 and from time to time) (the “Order No.10”). Neither the Seller Parties nor any of the other shareholders of the Company has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE with respect to any actual or alleged non-compliance with Circular 37 and any other SAFE rules and regulations and the Company and the shareholders of the Company have made all oral or written filings, registrations, reporting or any other communications required by SAFE. Except as disclosed in Section 3.11(a) of the Disclosure Schedule, none of the Group Companies is under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law.
Compliance with Laws; Consents and Permits. (a) None of the Group Companies is in violation of any Applicable Law in respect of its formation or the conduct of its business or the ownership of its properties.
Compliance with Laws; Consents and Permits. None of the Group Companies is in violation of any applicable statute, rule, regulation, directive, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Group Company and each of the Founders in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Initial Closing. Each Group Company has all material franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in material default under any of such franchises, permits, licenses or other similar authority. The establishment of the Company and the acquisition of all shares of capital stock of the Company currently issued and outstanding were undertaken in compliance with all relevant rules and regulations of the PRC, and all filings and registrations with the relevant PRC authorities as required in connection with such establishment and acquisition of shares have been duly undertaken and completed.
Compliance with Laws; Consents and Permits. Other than as described in Section 3.11 of the Disclosure Schedule, none of the Warrantors is or has been in violation in any material respect of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao in connection with the consummation of the transactions contemplated under the Transaction Documents shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Group Company has all franchises, Consents and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such franchises, Consents or other similar authority. Any other direct or indirect shareholders of the Company who are domestic residents as defined under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule or regulation under PRC law have completed the registration with the competent local counterpart of the SAFE in respect of the proposed subscription of shares and investment in offshore special purpose vehicles (as defined in Circular 37) that are owned or controlled by such individual shareholders in accordance with the requirements of Circular 37. The transactions contemplated by the Transaction Documents are not subject to any regulatory approvals from the relevant governmental authorities under Antitrust Laws. The Group Companies aggregate revenue falls below the threshold that would require any filings under Antitrust Laws. “
Compliance with Laws; Consents and Permits. Except as disclosed in the Disclosure Schedule, none of the Group Companies has conducted any activity in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders Holdco and the Founders in connection with the consummation of the transactions contemplated under the Transaction Documents shall have been obtained or made prior to and be effective as of the Initial Closing. Each Group Company has all material approvals, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect on its business or properties.
Compliance with Laws; Consents and Permits. (a) None of the Group Companies is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in any material respects in respect of the conduct of its business or the ownership of its properties. All material consents, permits, approvals, orders, authorizations, or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Group Company and each Founder in connection with (x) the consummation of the transactions contemplated hereunder, and (y) the ordinary course of business, shall have been obtained or made prior to and be effective as of the Closing. Based in part on the representations of each of the Investors set forth in Section 4 below, the offers, sale and issuance of the Subscribed Shares in conformity with the terms of this Agreement are exempt from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the “Act”), and each other analogous provision of applicable securities law. Each Group Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default in any material respect under any of such franchises, permits, licenses or other similar authority.
Compliance with Laws; Consents and Permits. The PRC Subsidiary has not obtained the consent to assignment of Microsoft (China) Co., Ltd. pursuant to Section 11.3 of that certain Master Services Agreement and Intellectual Property Assignment, dated November 1, 2005, by and between Worksoft Creative Software Technology Ltd. and Microsoft (China) Co. Ltd. (No. MSA – (Worksoft ) –FY06-051109A). The PRC Subsidiary has not obtained the consent to assignment of Microsoft Corporation pursuant to Section 11.3 of that certain Master Services Agreement and Intellectual Property Assignment, dated July 14, 2005, by and between Worksoft Creative Software Technology Ltd. and Microsoft Corporation. The beneficial owners of Team Dragon International Limited (“Dragon”), a former holder of Ordinary Shares of the Company, have not registered with the State Administration of Foreign Exchange pursuant to Circular 75.
