No Target Group Company Sample Clauses

No Target Group Company. (A) is insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other insolvency legislation applicable to the company concerned; or (B) has stopped paying its debts as they fall due.
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No Target Group Company. (a) has suspended or ceased or threatened to suspend or cease to carry on its business, stopped payment of its debts as they fall due or any class of them or entered into any compromise or arrangement in respect of its debts or any class of them, nor has any step been taken to do any of those things; (b) has been dissolved or entered into liquidation, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction, nor has a petition been presented or (so far as the Seller is aware) other step been taken by any person with a view to any of those things; and (c) is not and has not admitted itself to be insolvent pursuant to any insolvency legislation applicable to it.
Sample 1Sample 2
No Target Group Company. 28.29.1 is in arrears with any payment or returns under legislation relating to VAT or excise duties, or liable to any abnormal or non-routine payment of VAT, or any forfeiture or penalty, or to the operation of any penal provision; 28.29.2 in the seven year period ending on the date hereof, has been or applied for treatment as a member of a group for VAT purposes with any company other than a Target Group Company under section 43 VATA; 28.29.3 is, or has agreed to become, an agent, manager or factor of, or fiscal representative of or for the purposes of section 47 VATA of any person who is not resident in the United Kingdom. Closing arrangements 1. At Closing, the Sellers will deliver the following: 1.1 Executed transfers of the Sale Shares in favour of the Buyer (or its nominee(s)) together with the share certificates for the Sale Shares (or in the case of any lost certificates (or equivalent documents in the relevant jurisdiction) an indemnity satisfactory to the Buyer in relation to it). 1.2 Executed transfers of the Option Shares in favour of the Buyer (or its nominee(s)) together with the share certificates for the Option Shares (or in the case of any lost certificates (or equivalent documents in the relevant jurisdiction) an indemnity satisfactory to the Buyer in relation to it). 1.3 A short form share purchase agreement entered into by the Buyer and each of the Optionholders in the agreed form relating to the transfer of the Option Shares to the Buyer. 1.4 The Australian Transfer Form executed by Zinc Ahead Holdings Limited together with the share certificates for the Australian Sale Shares (or in the case of any lost certificates an indemnity satisfactory to the Buyer). 1.5 A copy of a resolution of the board (as necessary to provide valid authorisations) of directors (certified by a duly appointed officer as true and complete) of each Target Group Company in the agreed terms authorising the execution of and the performance by the relevant Target Group Company of its obligations under each of the documents to be executed by it. 1.6 An irrevocable power of attorney in the agreed terms under which this Agreement or any of the transfers or other documents referred to in this Schedule is executed and evidence (to the Buyer's satisfaction) of the authority of any person signing on behalf of a corporate entity. 1.7 An irrevocable power of attorney in the agreed terms by each registered holder of the Sale Shares and Option Shares which enables the Buyer ...
Sample 1
No Target Group Company. 5.2.1 has any interest in, or has agreed to acquire, any share capital or other security of the type referred to in paragraph 5.1 above of any other company (wherever incorporated) other than as set out in Schedule 1 (Target Group Companies); or 5.2.2 has or has had in the last three (3) years any associate (being an entity that falls to be treated as such for the purposes of International Accounting Standard No. 28, issued by the International Accounting Standards Board).
Sample 1
No Target Group Company. (a) has any place of business or branch or permanent establishment outside its jurisdiction of incorporation other than as specified in Schedule 1 of this agreement; or (b) has within the last three years had any subsidiaries or subsidiary undertakings, other than the Subsidiaries.
Sample 1
No Target Group Company. 1.3.1 has any subsidiaries or holds or beneficially owns, or has agreed to acquire, any securities of any undertaking save as set out in Schedule 2; 1.3.2 is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); 1.3.3 has any branch or permanent establishment outside its country of incorporation; 1.3.4 has circulated any written resolution which could be passed after Completion; 1.3.5 has at any time purchased, redeemed or repaid any of its own share capital; or 1.3.6 has at any time given any financial assistance in contravention of any applicable law or regulation.
Sample 1
No Target Group Company. 16.5.1 has given or entered into any guarantee, indemnity, counter indemnity, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement; 16.5.2 is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person; 16.5.3 has factored or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; 16.5.4 has waived any set-off it may have against any third party; 16.5.5 has outstanding loan capital or lent any money that has not been repaid; or 16.5.6 has any debts owing to it other than debts that have arisen in the ordinary course of its business.
Sample 1
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No Target Group Company is a guarantor of the tenant’s covenants in any lease, including under any authorised guarantee agreement, where the tenant under such lease is not currently a Target Group Company.
Sample 1

Related to No Target Group Company

  • GROUP COMPANIES Guangzhou Yiyan Cosmetics Co., Ltd. (广州逸妍化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yizi Cosmetics Co., Ltd. (上海逸姿化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yiqing Commercial and Trading Co., Ltd. (上海逸清商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Yatsen (Guangzhou) Culture Creative Co., Ltd. (逸仙（广州）文化创意有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • No Undisclosed Material Liabilities There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Material Customers and Suppliers Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

  • No Material Pending Actions To the best of its knowledge, there are no material pending, threatened, or contemplated actions, suits, proceedings, or investigations before or by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its affiliates, is a party or to which it or any of its affiliates or assets are subject, nor has it or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of their respective activities which might reasonably be expected to result in a material adverse change in the Adviser’s financial or business prospects or which might reasonably be expected to materially impair the Adviser’s ability to discharge its obligations under this Agreement or the Advisory Agreement with the Trust.

  • No Undisclosed Liabilities Local Church has, and at the Disaffiliation Date will have, no debts, liabilities, commitments, or obligations of any nature, absolute, accrued, contingent or otherwise, relating to its business, other than those which (a) are fully reflected or reserved against on the Financial Statements (defined below) or (b) have been incurred since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business in amounts and for terms consistent, individually and in the aggregate, with the past practices of its business. Except as shown in the Financial Statements, the Local Church is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obliged in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any other party, except endorsements in the ordinary course of business in connection with the deposit, in banks or other financial institutions, of items for collection.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • No Unconsolidated Entities There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s liquidity or the availability of or requirements for its capital resources required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.

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