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. (b) Except as disclosed in Section 3.11(b) 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. (c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, 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. None of the Group Companies is in default under any of such franchises, permits, licenses or other similar authority. No Seller Party has received any letter or notice from any competent governmental authorities notifying it of the revocation of any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller Party.
Appears in 4 contracts
Samples: Series C 3 Preferred Shares Purchase Agreement, Series C 3 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C 3 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
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, 2014 (the “Circular 37”) and any successor rule or regulation under PRC law (the “Circular37”) 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”). Neither the Seller Parties nor ) of any domestic or foreign government or any instrumentality or agency thereof in respect of the other shareholders conduct of its business or the Company has received any oral or written inquiries, notifications, orders or any other forms ownership 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 SAFEits properties. 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.
(b) Except as disclosed in Section 3.11(b) 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.
(c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, each . 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. No Seller Party has received any letter or notice from any competent governmental authorities notifying it of the revocation of any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller Party.
Appears in 4 contracts
Samples: Series B 4 Preferred Shares Purchase Agreement, Series B 4 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series B 4 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Compliance with Laws; Consents and Permits. (a) None of the Seller Parties nor any shareholders of the Company Group Companies 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 “Circular37Circular 37”) 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.10No. 10”). Neither the Seller Parties Company nor any of the other shareholders of the Company Founder Party 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 Founder Parties 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 written notice of any violation of, any applicable law.
(b) Except as disclosed in Section 3.11(b) 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.
(c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, 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. None of the Group Companies is in default under any of such franchises, permits, licenses or other similar authority. No Seller Party Group Company has received any letter or written notice from any competent governmental authorities notifying it of the revocation of any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller PartyGroup Company.
Appears in 4 contracts
Samples: Series D Preferred Shares Purchase Agreement, Series D Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
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 “Circular37Circular 37”) 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.
(b) Except as disclosed in Section 3.11(b) 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.
(c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, 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. None of the Group Companies is in default under any of such franchises, permits, licenses or other similar authority. No Seller Party has received any letter or notice from any competent governmental authorities notifying it of the revocation of any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller Party.
Appears in 3 contracts
Samples: Series C Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Compliance with Laws; Consents and Permits. (a) None Except as set forth in Section 3.10 of the Disclosure Schedule, the Seller Parties and, to the Knowledge of the Seller Parties nor any Parties, the shareholders of the Company is Company, are not or has have not 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 properties that would be reasonably likely 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 SAFEa Material Adverse Effect. Except as disclosed set forth 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.
(b) Except as disclosed in Section 3.11(b) 3.10 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.
Closing (c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, each if it occurs). Each Group Company has all franchises, permitsPermits, 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 The execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation of the Group Companies is transactions contemplated hereby and thereby will not result in a default under any of such franchises, permitsPermits, licenses or other similar authority. No Seller Party has received 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’ Outbound Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (the “Circular 37”) and any letter successor rule or notice regulation under PRC law have completed the registration with the competent local counterpart of the SAFE in respect of the proposed subscription of shares in the Company through relevant holding companies that are owned or controlled by such individual shareholders. The transactions contemplated by the Transaction Documents are not subject to any regulatory approvals from any competent the relevant governmental authorities notifying it of under Antitrust Laws. The Group Companies aggregate revenue falls below the revocation of threshold that would require any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller Party.filings under Antitrust Laws. “
Appears in 3 contracts
Samples: Additional Series a 3 Preferred Shares Purchase Agreement, Additional Series a 3 Preferred Shares Purchase Agreement (Niu Technologies), Additional Series a 3 Preferred Shares Purchase Agreement (Niu Technologies)
Compliance with Laws; Consents and Permits. (a) None Except as set forth in Section 3.11 of the Disclosure Schedule, the Seller Parties and, to the Knowledge of the Seller Parties nor any Parties, the shareholders of the Company is Company, are not or has have not 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 properties that would be reasonably likely 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 SAFEa Material Adverse Effect. Except as disclosed set forth 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.
(b) Except as disclosed in Section 3.11(b) 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.
Closing (c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, each if it occurs). Each Group Company has all franchises, permitsPermits, 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 The execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation of the Group Companies is transactions contemplated hereby and thereby will not result in a default under any of such franchises, permitsPermits, licenses or other similar authority. No Seller Party has received 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’ Outbound Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (the “Circular 37”) and any letter successor rule or notice regulation under PRC law have completed the registration with the competent local counterpart of the SAFE in respect of the proposed subscription of shares in the Company through relevant holding companies that are owned or controlled by such individual shareholders. The transactions contemplated by the Transaction Documents are not subject to any regulatory approvals from any competent the relevant governmental authorities notifying it of under Antitrust Laws. The Group Companies aggregate revenue falls below the revocation of threshold that would require any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller Party.filings under Antitrust Laws. “
Appears in 2 contracts
Samples: Series B Preferred Shares Purchase Agreement (Niu Technologies), Series B Preferred Shares Purchase Agreement (Niu Technologies)
Compliance with Laws; Consents and Permits. (a) None of the Seller Parties nor Parties, the employee shareholders and, to the knowledge of the Seller Parties, any shareholders other beneficial owners of the Company who are PRC residents as defined under Circular 75 (as defined below) 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 the Business or the ownership of its Group Companies’ properties, including but not limited to the registration requirement for the FoundersFounder’s, the employee shareholders’ and, to the knowledge of the Seller Parties, any other PRC resident’s (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 75 issued by the State Administration of Foreign Exchange (“SAFE”) on July 4October 21, 20142005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles”, effective as of November 1, 2005 (“Circular 75”), 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.
(b) Except as disclosed in Section 3.11(b) of the Disclosure Schedule, all 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.
(c) Except as disclosed in Section 3.11(c) of the Disclosure Schedule, each . Each Group Company has all material franchises, permitsPermits, licenses and any similar authority necessary for the conduct of its business Business as currently conducted or the business as set forth in the business scope of each Group Company and proposed to be conductedthe ownership of its properties and assets. None of the Group Companies is in default in any material respect under any of such franchises, permitsPermits, licenses or other similar authority. No Seller Party has received any letter or notice from any competent governmental authorities notifying it of the revocation of any approval issued to it or the need for compliance or remedial actions with respect to the activities carried out directly or indirectly by any Seller Party.
Appears in 1 contract
Samples: Execution Version (JD.com, Inc.)
