Group Structure. 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.
Group Structure. (a) Section 3.6(a) of the Disclosure Schedule sets forth the complete and accurate shareholding structure and corporate information of each Group Company as of the date hereof.
(b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or Controls, directly or indirectly, any interest in any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.
(c) All outstanding share capital of each Group Company not established under the laws of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, including those regulating the offer, sale or issuance of securities, by which such Non-PRC Subsidiary at the time of issuance or subscription was bound.
(d) Except as set forth in Section 3.6(d) of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive...
Group Structure. (a) The Group Structure Chart shows:
(i) each member of the Group and the Target and any person in which any member of the Group has an interest in the issued share capital or equivalent ownership interest (and the percentage of the total share capital or equivalent ownership interest held, whether legally or beneficially, by that member), in each case both as at the date of this Agreement and as it will be immediately after the Unconditional Date; and
(ii) the status of each person shown in it which is not a limited liability company or corporation.
(b) Each Obligor (other than the Parent, Asturiana de Zinc, S.A. or any direct or indirect Subsidiary of Asturiana de Zinc, S.A.) is directly or indirectly a wholly-owned Subsidiary of the Parent.
(c) No more than 1 per cent. of the shares of Asturiana de Zinc, S.A. are directly or indirectly owned by any person or persons other than the Company.
Group Structure. Part A of Schedule I sets forth a true, complete and accurate list of all of the Company’s Subsidiaries and their respective registered capital and paid-in capital as of the date of this Agreement (for the avoidance of doubt, the Subsidiaries in the list shall not include branch offices of the Group Companies). Part B of Schedule I sets forth a true, complete and accurate group structure chart of the Group Companies showing the shareholding and Control relationships among the Group Companies as of the date of this Agreement. None of the Group Companies owns or Controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity that is not a Group Company. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person.
Group Structure. The corporate chart set forth in Part D of Schedule 1 is a true, complete and accurate description of the corporate structure of the Group as of the Completion Date.
Group Structure. The entities set forth on Schedule D hereto (collectively referred to herein as the “Group Entities”) constitute all of the entities held or controlled directly or indirectly by the Company other than those 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. Other than the Group Entities, the Company does not own or control, directly or indirectly, any “significant subsidiary” as such term is defined in Rule 1-02(w) of Regulation S-X under the 1933 Act.
Group Structure. The organizational structure of the LATAM Group shall be in substantially the form set forth in Exhibit A attached hereto, as it may be amended or modified by the Parties from time to time.
Group Structure. The corporate structure of the UK Group and the NTL Holding Group set out in the Group Structure Chart delivered pursuant to Clause 2.4 (Conditions Precedent) and the corporate structure of the UK Group, the Target Group and the NTL Holding Group set out in any Group Structure Chart delivered to the Agent pursuant to Clause 18.29 (Revised Group Structure) is true, complete and accurate, in each case as at the date of its delivery to the Agent.
Group Structure. (1) its only Subsidiaries are listed in the Group Structure Diagram; and
(2) the Group Structure Diagram is true and correct in all respects and does not omit any material information or details; and
Group Structure. The Group Structure Chart shows:
(a) each member of the Group and any person in whose shares any member of the Group has an interest (and the percentage of the issued share capital held, and whether legally or beneficially, by that member), as at the date of this Agreement; and
(b) the jurisdiction of incorporation or establishment of each person shown in it.
