Intermediate Companies Sample Clauses

Intermediate Companies. (a) As of the date of formation of the Intermediate Companies and as of the Closing Date, (i) each of the Intermediate Companies will be an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands, (ii) will have the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is contemplated to be conducted, except as would not be material to the Intermediate Companies, taken as a whole, or have a Company Material Adverse Effect. True, complete and correct copies of the Governing Documents of the Intermediate Companies as in effect as of the date of their formation will be made available to SPAC. As of the date of formation of the Intermediate Companies, neither of the Intermediate Companies will be in breach or violation of any of the provisions of its Governing Documents in any material respect.
Sample 1
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Intermediate Companies. (a) As promptly as practicable after the date hereof, and in all events at least ten (10) Business Days prior to the anticipated Closing Date, (i) New PubCo will form or cause to be formed Intermediate 1 and Intermediate 2, and (ii) New PubCo will timely make (or cause to be made) protective entity classification elections on IRS Form 8832 for each of New PubCo, Intermediate 1 and Intermediate 2. Each such protective election shall elect classification as a corporation and shall be effective (i) from the date of formation with respect to each of Intermediate 1 and Intermediate 2, and (ii) from the date that is seventy (70) days prior to the filing of such election with respect to New PubCo.
Sample 1
Intermediate Companies. (i) JV Co 1 has incorporated a wholly-owned Subsidiary in the British Virgin Islands named SHIHUA DC INVESTMENT GROUP LIMITED (“PropCo 1”) to hold, directly or indirectly, any and all Group Companies incorporated for the Existing Projects.
Sample 1
Intermediate Companies. Subject to approval of the JV Co 4 Board, one or more tiers of intermediate companies may be added into the JV Co 4 Group to hold, directly or indirectly, the companies incorporated for the Projects of JV Co 4.
Sample 1

Related to Intermediate Companies

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Company Predecessor and Subsidiaries The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s) and (t) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their predecessors and successors.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • GROUP COMPANIES Guangzhou Yatsen Ecommerce Co., Ltd. (广州逸仙电子商务有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Guangzhou Yatsen Cosmetic Co., Ltd. (广州逸仙化妆品有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative Huizhi Weimei (Guangzhou) Commercial and Trading Co., Ltd. (汇智为美（广州）商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Perfect Diary Cosmetics (Guangzhou) Co., Ltd. (完美日记化妆品(广州)有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative [Signature Page to the Share Purchase Agreement –Yatsen Holding Limited]

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Subsidiaries; Affiliates; Capitalization; Solvency (a) Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

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