Common use of Corporate Structure; Subsidiaries Clause in Contracts

Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a complete and accurate structure chart showing Group Companies, and indicating the ownership and Control relationships among all Group Companies, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person other than the committed capital contributions of the Holdco Subsidiary in the WFOE or as disclosed in Section 3.3 of the Disclosure Schedule. The Company was formed solely to acquire and hold the shares in the Holdco Subsidiary and since its formation has not engaged in any other business. The Group does not engage in any business other than the Business. No Principal or Holding Company, and no Person owned or controlled by any Principal or Holding Company (other than a Group Company), is engaged in the Business or has any assets in relation to the Business or any Contract with any Group Company other than those disclosed in Section 3.3 of the Disclosure Schedule.

Appears in 2 contracts

Samples: Series F Preferred Share Purchase Agreement (Cloopen Group Holding LTD), Series F Preferred Share Purchase Agreement (Cloopen Group Holding LTD)

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Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a complete and accurate structure chart showing Group Companies, and indicating the ownership and Control relationships among all Group Companies, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person Person, other than the committed capital contributions commitment of the Holdco Subsidiary in to contribute registered capital to the WFOE or as disclosed in Section 3.3 accordance with the Charter Documents of the Disclosure Schedule. The Company was formed solely to acquire and hold the shares in the Holdco Subsidiary and since its formation has not engaged in any other businessWFOE. The Group does not engage in any business other than the Business. No Principal or Holding Company, The Holdco Subsidiary was formed solely to acquire and no Person owned or controlled by hold the equity interests in the WFOE. Neither the Holdco Subsidiary nor the Australian Subsidiary has engaged in any Principal or Holding Company (business and has not incurred any material Liability since its formation. Each of the other than a Group Company), Companies is engaged in the Business or and has any assets in relation to the Business or any Contract with any Group Company no other than those disclosed in Section 3.3 of the Disclosure Schedulebusiness.

Appears in 2 contracts

Samples: Share Purchase Agreement (Adagene Inc.), Share Purchase Agreement (Adagene Inc.)

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