PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company T’s Subsidiaries formed in the PRC (“Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities.
(b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations.
(c) The registered capital of each Company T VIE is fully contributed in accordance with applicable Law.
(d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts other than those already obtained or contemplated by the Company T VIE Contracts.
(e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of them.
(f) (i) The Company T VIE Contracts, taken as a whole, comprise all of the contracts enabling Company T to effect control over each Company T VIE and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Laws.
(g) Company T has effective control of and is the primary beneficiary of each Company T VIE. Except as provided in the Company T VIE Contracts, nominee equity holders’ equity interests in any Company T VIE are not subject to any Lie...
PRC Subsidiaries a. Each of the Company’s Subsidiaries that has been established under the laws of the People’s Republic of China (Collectively, the “PRC Subsidiaries”) has been duly established, is validly existing as a company in good standing under the laws of the People’s Republic of China (the “PRC”), has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a Material Adverse Effect. Each PRC Subsidiary has applied for and obtained all requisite business licenses, clearance and permits required under PRC law as necessary for the conduct of its businesses, and each PRC Subsidiary has complied in all material respects with all PRC laws in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are validly subsisting. The registered capital of each PRC Subsidiary has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license (hereinafter referred to as the “Establishment Documents”) and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment for any PRC Subsidiary. The Establishment Documents of the PRC Subsidiaries have been duly approved in accordance with the laws of the PRC and are valid and enforceable. The business scope specified in the Establishment Documents of each PRC Subsidiary complies with the requirements of all relevant PRC laws and regulations. The outstanding equity interests of each PRC Subsidiary is owned of record by the respective entities or individuals identified as the registered holders thereof in the Registration Statement and the Prospectus
b. No PRC Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s Subsidiary that holds the outstanding equity interest of such PRC Subsidiar...
PRC Subsidiaries. The Company conducts substantially all of its operations and generates substantially all of its revenue through its indirect wholly-owned subsidiary, BORQS Beijing, which conducts its operations through its contractually controlled affiliate Big Cloud Network and its subsidiaries and affiliates listed and described in the Registration Statement and the Prospectus (such subsidiaries and affiliates, together with Big Cloud Century, Beijing Software and Beijing Wireless, collectively shall be referred to herein as the “PRC Subsidiaries”).
PRC Subsidiaries. Company Y has effective control of and is the primary beneficiary of each Company Y VIE. Nominee equity holders’ equity interests in any Company Y VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. The Company Y VIE Contracts, taken as a whole, comprise all of the contracts enabling Company Y to effect control over each Company Y VIE and consolidate the financial statements of each Company Y VIE, and each of the Company Y VIE Contracts is legally valid, enforceable and binding under PRC Laws.
PRC Subsidiaries. The Company conducts substantially all of its operations and generates substantially all of its revenue through its indirect wholly-owned subsidiary, Shandong Caopu Arts & Crafts Co., Ltd. (“SCAC”), which conducts its operations through its subsidiaries and affiliates listed on Annex II hereto and listed and described in the Registration Statement and the Prospectus (such subsidiaries and affiliates, together with SCAC, collectively shall be referred to herein as the “PRC Subsidiaries”).
PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of HiSoft’s Subsidiaries formed in the PRC (“HiSoft PRC Subsidiaries”) have been provided or made available to VanceInfo and have been duly approved or issued (as applicable) by competent PRC Governmental Entities.
(b) All material approvals, permits, filings and registrations from or with the PRC Governmental Entities required to be obtained or made in respect of the HiSoft PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce (or its local counterparts), the State Administration of Industry and Commerce (or its local counterparts), SAFE (or its local counterparts), tax bureau and customs authorities have been duly obtained or completed in accordance with the relevant rules and regulations.
PRC Subsidiaries. The registered capital of each of the PRC Subsidiaries has been fully paid up. There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the PRC Subsidiaries. Except as set forth in its Constitutional Documents and the Control Documents and Section 5.2.5 of the Disclosure Schedule, and provided by the applicable Laws, no outstanding Equity Securities of the PRC Subsidiaries are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of such PRC Subsidiaries or any other Person).
PRC Subsidiaries. The PRC Subsidiaries are engaged solely in the Principal Business and have no other business activities.
PRC Subsidiaries. The Company will not permit Combined Adjusted PRC Assets, determined as of the last day of any fiscal quarter or any fiscal year, to be greater than an amount equal to 20% of Consolidated Tangible Net Worth determined as of such day.
PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of the Parent’s Subsidiaries formed in the PRC (“Parent PRC Subsidiaries”) have been provided or made available to Parent and Merger Sub.
(b) Except as would not have a Parent Material Adverse Effect, all filings and registrations with the PRC Governmental Entities required to be made in respect of the Parent PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration of Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations.
