Domestic Entity Clause Samples

Domestic Entity. Refers to an individual or a sole proprietor who is a citizen of the Philippines or a partnership, corporation, cooperative, or association duly organized under the laws of the Philippines and of which at least seventy five percent (75%) of the interest or outstanding capital stock belongs to citizens of the Philippines, habitually established in business and habitually engaged in the manufacture or sale of the merchandise covered by his bid, and the business has been in existence for at least five (5) consecutive years prior to the advertisement and/or posting of the Invitation to Bid.

Domestic Entity. (a) The registered capital of the Domestic Entity is set forth opposite their respective names on Section 2.2(B) of the Schedule of Exceptions. The registered capital of the Domestic Entity has been fully and legally paid. Section 2.2(B) of the Schedule of Exceptions completely and accurately lists all those who are the beneficial owners of the registered capital of the Domestic Entity and the respective percentage of registered capital held thereby and as will be held thereby immediately prior to the Closing. (b) Except as provided for in the Onshore Reorganization Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), subscriptions, or other rights, proxy or shareholders agreements or Contracts of any kind, either directly or indirectly, entitling the holder thereof to purchase or otherwise acquire or to compel the Domestic Entity to increase or decrease its registered capital.

Domestic Entity. Each of the Founders undertakes to the Investor and agrees that (A) he will, and will ensure the other existing shareholders of the Domestic Entity will, on the Investor’s and/or the Warrant Holder’s demand, forthwith transfer an aggregate 7% of the equity interest of the Domestic Company on a pro rata basis among themselves to the Investor and subject to the exercise of the Warrant, the Warrant Holder or any Person designated by the Investor and the Warrant Holder (as the case may be) following the date hereof; and have the Control Documents revised to reflect such transfer to the satisfaction of the Investor; and (B) without prejudice to the foregoing paragraph (a), the Company will have a call option, exercisable by the Company or any of its designees to purchase, at any time after the Closing, one hundred percent (100%) of the equity interests in the Domestic Entity at the lowest price to the maximum permitted by applicable PRC law. The Founding Shareholders and the Founders agree and undertake to procure all the shareholders of the Domestic Entity to return the proceeds received from such sale back to the Company.

Domestic Entity. 1. the amendment to the Articles of Association of the Domestic Entity signed by its shareholders; 2. the termination agreement in respect of the existing shareholders’ agreement relating to the Domestic Entity dated 8 March 2012 among Shanghai Yuantai Investment Development Centre () and the Founders; 3. Shareholders’ Resolution to approve, inter alia, the appointment of the new director nominated by the Investor to the Board of Directors of the Domestic Entity; 4. the agency agreement between the Domestic Entity and the Key Holder, pursuant to which the Domestic Entity and Key Holder ratify that the rights and obligations held by the Key Holder under the Specific Trust Contracts are held in trust by the Key Holder for the benefit of the Domestic Entity.

Domestic Entity. (1) The registered capital of the Domestic Entity is RMB50 million, fully paid on the date hereof. The Company is the sole record and beneficial owner of the registered capital of the Domestic Entity. (2) There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), subscriptions, or other rights, proxy or stockholders agreements or contracts of any kind, either directly or indirectly, entitling the holder thereof to purchase or otherwise acquire or to compel the Domestic Entity to increase or decrease its registered capital.

Domestic Entity. Seller is not a “foreign person” as defined in the Internal Revenue Code.

Domestic Entity. (1) There are no debts, liabilities, claims or other obligations owed by or against the Domestic Entity, whether accrued, absolute, contingent or otherwise and whether due or to become due, other than liabilities set forth in its Financial Statements and other than liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date which, in the collective aggregate, do not exceed US$25,000 (or the equivalent thereof in another currency). The Domestic Entity is not a guarantor of, or has provided security for, any indebtedness of any Person. (2) Schedule 3.8(B) of the Disclosure Schedules sets forth the Financial Statements, which are true and complete in all material respects. (3) The Financial Statements are true and correct in all material respects and a fair and accurate representation of the Domestic Entity’s present financial position as of the dates presented and the results of operations and changes in its financial position for the periods then ended, have been prepared in accordance with the books and records of the Domestic Entity, and have been prepared in accordance with PRC GAAP applied on a consistent basis throughout the periods involved, subject to normal year-end adjustments. (4) All of the accounts receivable and notes receivable owing to the Domestic Entity, including without limitation all accounts receivable and notes receivable set forth on the Financial Statements, constitute valid and enforceable claims, and are good and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with PRC GAAP), and no further goods or services are required to be provided in order to complete the sales and to entitle the Domestic Entity to collect in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to the Domestic Entity to the actual knowledge of Guarantors.