Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public Filings, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.
Appears in 8 contracts
Samples: Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.), Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.), Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.)
Good Standing of the Company and Subsidiaries. (A) The Company has been duly incorporated, formed and is validly existing as a limited liability company in good standing under the laws of the Cayman Islands, with corporate State of Delaware and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with Prospectus and to enter into and perform its obligations under this Agreement; and the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and Company is duly qualified as a foreign corporation for the transaction of limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under would not result in a Material Adverse Effect; except as disclosed in the laws Registration Statement, all of the jurisdiction issued and outstanding LLC Interests to be sold hereunder, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and none of its incorporationthe outstanding LLC Interests, with corporate power and authority including the Securities to ownbe purchased by the Underwriters from the Selling Shareholder, lease and operate its properties and conduct its business as described were issued in violation of the preemptive or similar rights of any holder of such LLC Interests; the Securities will conform in all material respects to all statements relating thereto contained in the Company’s Relevant Public Filings, General Disclosure Package and has been duly qualified as a foreign corporation for the transaction Prospectus and such description will conform in all material respects to the rights set forth in the instruments defining the same; no holder of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is LLC Interests will be subject to no material personal liability or disability by reason of the failure to be so qualified in any being such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other personholder.
Appears in 2 contracts
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC), Purchase Agreement (Macquarie Infrastructure Management (USA) INC)
Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”)Registration Statement, the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”)Final Prospectus, and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company (the “Subsidiaries” and each a “Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public FilingsRegistration Statement, the General Disclosure Package and the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I heretoSchedule C hereto and certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person. .
Appears in 1 contract
Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”)Registration Statement, the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), Prospectus and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company listed on Schedule A to this Agreement (the “Subsidiaries” and each a “Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public FilingsRegistration Statement, the General Disclosure Package and the Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I Schedule A hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.
Appears in 1 contract
Samples: Distribution Agency Agreement (JinkoSolar Holding Co., Ltd.)
Good Standing of the Company and Subsidiaries. (A) The Company has been duly incorporated, formed and is validly existing as a limited liability company in good standing under the laws of the Cayman Islands, with corporate State of Delaware and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant Prospectus and to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 enter into and perform its obligations under this Agreement; and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and Company is duly qualified as a foreign corporation for the transaction of limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under would not result in a Material Adverse Effect; except as disclosed in the laws Registration Statement, all of the jurisdiction issued and outstanding Interests have been duly authorized and validly issued and are owned by the Trust, directly, free and clear of its incorporationany security interest, with corporate power mortgage, pledge, lien, encumbrance, claim, equity or encumbrance of any kind ("Security Interest"), and authority none of the outstanding Interests were issued in violation of the preemptive or similar rights of any holder of such Interest; upon delivery of the Interests as payment of consideration in exchange for the Securities acquired as herein contemplated, the Interests will be fully paid and non-assessable; the Interests, when issued, will conform to own, lease and operate its properties and conduct its business as described all statements relating thereto contained in the Company’s Relevant Public Filings, Prospectus and has been duly qualified as a foreign corporation for such description will conform in all material respects to the transaction rights set forth in the instruments defining the same; no holder of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is Interests will be subject to no material personal liability or disability by reason of the failure to be so qualified in any being such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other personholder.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”)Registration Statement, the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), Prospectus and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company listed on Schedule A to this Agreement (the “Subsidiaries” and each a “Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public FilingsRegistration Statement, the General Disclosure Package and the Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I in Schedule A hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.
Appears in 1 contract
Samples: Distribution Agency Agreement (JinkoSolar Holding Co., Ltd.)
Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”)Registration Statement, the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”)Final Prospectus, and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company (the “Subsidiaries” and each a “Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public FilingsRegistration Statement, the General Disclosure Package and the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I Schedule C hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.
Appears in 1 contract
Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)