Structured Contracts Clause Samples
Structured Contracts. (a) The arrangements underlying the structured contracts (the “Structured Contracts”) between members of the Group which effectively constitute a variable interest entity (VIE) structure are, in all material respects, in compliance with and enforceable under the Laws of such jurisdiction in which the Issuer and its Subsidiaries respectively are incorporated, subject to future amendment to existing Laws or enactment of new Laws and/or interpretations. Each party to such contractual arrangements has the necessary power, authority and legal right to execute, deliver and perform its obligations under the contractual arrangements to which it is a party. The Structured Contracts are in full force and effect and have been implemented and performed by the parties thereto in all material respects and none of the parties thereto is in material breach or default in the performance of the Structured Contracts. None of the parties to the Structured Contracts or any arrangements underlying the Structured Contracts has sent or received any communication regarding termination of, or intention not to renew, any of the Structured Contracts or any arrangement underlying the Structured Contracts, and, to the best of the Issuer’s knowledge, no such termination or non- renewal has been threatened or is being contemplated by any of the parties thereto.
(b) The Structured Contracts are narrowly tailored to achieve the business purposes of the relevant member of the Group and minimise the potential for conflict with relevant Laws of the PRC and regulations and also are designed to enable the Issuer to exercise effective control over the relevant entities in the PRC and to protect and safeguard the interest of the Issuer and its shareholders as a whole in the event of any dispute between the Issuer and the registered shareholders of the relevant entities in the PRC.
Structured Contracts. 40 SECTION 5.18 Sale or Transfer of the Membership Interests .................. 40 SECTION 5.19
Structured Contracts. Prior to the Closing Date, MLCS may, without the consent of the Purchasers, enter into one or more new Structured Contracts. In such a case, MLCS shall (i) promptly notify the Purchasers of the execution of a new Structured Contract, (ii) propose to the Purchasers a value to be ascribed to such Structured Contract and (iii) provide the Purchasers with all material information relating to such Structured Contract. The Purchasers shall, within ten Business Days after the receipt of all such material information, notify MLCS whether it elects (which election is in its sole and absolute discretion) to purchase such Structured Contract at the price proposed by MLCS or at another price mutually agreed upon by the parties. If the Purchasers elect to purchase such Structured Contract, it shall be deemed to be a Purchased Asset for all purposes under this Agreement and the agreed upon value will be added to the cash portion of the Purchase Price. If Supply declines to purchase such Structured Contract or MLCS and Supply cannot agree upon a purchase price for any individual Structured Contract, then (x) such Structured Contract shall be treated as an Excluded Asset, and the Sellers shall be under no obligation to transfer such Structured Contract and Purchasers shall be under no obligation to acquire such Structured Contract and (y) the Sellers may elect to treat as Excluded Assets any Hedge Contracts directly related to such Structured Contract.
Structured Contracts. As disclosed in the paragraph headed “Structured Contracts – Background of the Structured Contracts” in this document, the PRC laws and regulations currently restrict the operation of formal higher education to Sino-foreign ownership, in addition to imposing a qualification requirement on the foreign owners. Further, no government approval for establishing and operating a formal higher education institution in the PRC by way of Sino-foreign ownership was granted. As a result, our Group, through our wholly-owned subsidiary, Jingda WFOE, our PRC Consolidated Affiliated Entities and the Registered Shareholders have entered into the Structured Contracts such that we can conduct our business operations indirectly in the PRC through our PRC Consolidated Affiliated Entities while complying with the applicable PRC laws and regulations. The Structured Contracts, as a whole, are designed to provide our Group with effective control over the financial and operational policies of our PRC Consolidated Affiliated Entities, to the extent permitted by the PRC law and regulations, the right to acquire the equity interest in and/or the assets of our PRC Consolidated Affiliated Entities after the [REDACTED] through Jingda WFOE. As we operate our education business indirectly through our PRC Consolidated Affiliated Entities and we do not hold any direct equity interest in our PRC Consolidated Affiliated Entities, the Structured Contracts were entered into on January 18, 2021 pursuant to which all material business activities of our PRC Consolidated Affiliated Entities are instructed and supervised by our Group through Jingda WFOE, and all economic benefits arising from such business of our PRC Consolidated Affiliated Entities are transferred to our Group. The Structured Contracts consist of a series of agreements, including the Business Cooperation Agreement, the Exclusive Technical Service and Management Consultancy Agreement, the Exclusive Call Option Agreement, the Shareholders’ Rights Entrustment Agreement, the Shareholders’ Powers of Attorney, the School Sponsor’s and Directors’ Rights Entrustment Agreement, the School Sponsor’s Power of Attorney, the Directors’ Powers of Attorney and the Equity Pledge Agreement, each of which is an integral part of the Structured Contracts. See the section headed “Structured Contracts” in this document for details of these agreements. ▇▇. ▇▇▇▇ and ▇▇. ▇▇ are our executive Directors and our Controlling Shareholders. They are therefore con...
Structured Contracts. (a) As of the date hereof and immediately prior to Closing: (i) the description of the corporate structure of the Company and the Structured Contracts as disclosed in the Listing Document is true and accurate and nothing has been omitted from such description which would make it misleading in any respect; and (i) there is no other agreement, contract or document relating to the corporate structure or the operation of the Company and the Covered VIEs which has not been disclosed in the Listing Document.
(b) Each party of the Structured Contracts has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its respective obligations under the Structured Contracts and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Structured Contracts; and as of the date hereof and immediately prior to Closing, each of the Structured Contracts constitutes a valid and legally binding obligation of the parties thereto, enforceable against such parties in accordance with its terms and the PRC Contract Law, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability.
(c) The execution, delivery and performance by Fuzhou BoYuan, NetDragon (Fujian) and Fujian BoRui of their respective obligations under each of the Structured Contracts do not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease, loan agreement or other agreement or instrument to which the Company, Fuzhou BoYuan, NetDragon (Fujian) and Fujian BoRui, as the case may be, are a party or by which the Company, Fuzhou BoYuan, NetDragon (Fujian) and Fujian BoRui are bound or to which any of the properties or assets of the Company, Fuzhou BoYuan, NetDragon (Fujian) and Fujian BoRui are subject; (ii) result in any violation of the provisions of constitutive documents or business licenses of the Company, Fuzhou BoYuan, NetDragon (Fujian) and Fujian BoRui, as the case may be; or (iii) result in any violation of any mandatory requirement under any PRC laws as promulgated by the National People’s Congress or administrative regulations. Each of the Structured Contracts is in proper legal form under t...
Structured Contracts. Requirements as to announcement, circular and independent shareholders’ approval For the year ended August 31, 2018: N/A 2019: N/A 2020: 199.20 For the six months ended February 28, 2021: 117.07 2021: 124.00 2022: 274.00 2023: 234.00 Structured Contracts Requirements as to announcement, circular, independent shareholders’ approval, annual cap, and terms not more than three years N/A N/A
Structured Contracts