Subsidiaries (General) Sample Clauses

Subsidiaries (General). The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other Person, except for (i) one hundred percent (100%) of the equity interests in the HK Company who directly owns one hundred percent (100%) of the equity interests in the Ecommerce Company and (ii) one hundred percent (100%) of the equity interests in the HK Investment Company. The Company was formed solely to acquire and hold the equity interests in the HK Company and the HK Investment Company and since its formation has not engaged in any business and has not incurred any Liability except in the ordinary course of acquiring, managing and disposing of its equity interests in the HK Company and the HK Investment Company. The HK Company was formed solely to acquire and hold the equity interests in the Ecommerce Company and has no other business, except as contemplated by this Agreement, and has not incurred any Liability other than annual filing, maintenance and other standard fees. Each of the PRC Companies (other than Yatsen Pet Products) is engaged primarily in the Business, and has no other activities outside its permitted business scope. All the Proprietary Rights, business contracts and employees of Yatsen Pet Products have been transferred to Ecommerce Company. Yatsen Pet Products has not engaged in any actual business activities. Section 3.4 of the Disclosure Schedule sets forth the accurate and complete corporate chart of the Group Companies and other Persons in which any Group Company or any Founder, directly or indirectly, holds any Equity Securities, indicating the ownership and Control relationship, the nature of the legal entity each Person constitutes and the jurisdiction in which each Person was incorporated, except those Persons in which the Group Companies hold less than five percent (5%) equity ownership on a fully diluted basis with the investment amount for such outstanding equity ownership not exceeding US$1,000,000.
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Subsidiaries (General). The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other Person, except for one hundred percent (100%) of the equity interests in the HK Subsidiary and ninety-nine percent (99%) of the equity interests in the PRC Subsidiary on the Closing Date. The Company was formed solely to acquire and hold an equity interest in the Global Market Subsidiaries and since its formation has not engaged in any business and has not incurred any liability except in the ordinary course of acquiring, managing and disposing of its equity interest in the Global Market Subsidiaries on the Closing Date. On the Closing Date, the Company owns the equity interests of each Global Market Subsidiary free and clear of all liens, claims, charges and encumbrances, and except Guangzhou Shen Long Computer Science Co., Ltd., no person or entity other than the Company has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of the Global Market Subsidiaries or any component or portion thereof, or any increase or decrease on any of the foregoing.
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Subsidiaries (General). Section 3.4 of the Disclosure Schedule sets forth a chart showing the accurate and complete equity structure of the Group Companies and all Subsidiaries thereof, indicating the ownership and Control relationships among all Group Companies, Subsidiaries, the Founder Holdcos, the Founders and other shareholders (if any). Except for the Restructuring Agreements, there is no contract among the Warrantors and/or with any other Person with respect to the ownership or Control of any of the Group Companies or Subsidiaries thereof. Except as disclosed in Section 3.4 of the Disclosure Schedule, no Group Company presently owns or Controls, or has ever owned or Controlled, legally or beneficially, directly or indirectly, any interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person. All other Persons which provide services similar to or competing with the Business of the Group Companies and are Controlled by any Founder have been injected into the Group Companies.
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Subsidiaries (General). The Company does not currently own or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity, except for one hundred percent (100%) of the equity interest in the HK Entity, which (i) owns one hundred percent (100%) of the equity interest in the WFOE I, which has entered into a series of Restructuring Documents with the Domestic Company, and (ii) owns one hundred percent (100%) of the equity interest in the WFOE II. The equity interests in and assets of the HK Entity and the WFOEs are free and clear of all Liens, and no Person other than the Company has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of the HK Entity or the WFOEs or any component or portion thereof, or any increase or decrease on any of the foregoing. Except as described in the preceding sentence of this Section 3.3, the Company is not a participant in any joint venture, partnership or similar arrangement. The Company’s interest in the Domestic Company held through the WFOE I through the Restructuring Documents is free and clear of any Liens, and no other Person has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of the Domestic Company or any component or portion thereof, or any increase or decrease in any of the foregoing. As of the date of this Agreement and the date of the Closing, the Domestic Company is 74.50%, 12.40%, 10.00% and 3.10% held by the Key Founder, XX Xxxxxx (李丽平), XXX Xxxxxx (罗立刚), and TANG Peng (汤鹏), respectively, and such Persons have obtained the equity holdings in the Domestic Company in compliance with applicable Laws. As of the date of this Agreement and the date of the Closing, the Domestic Company owns one hundred percent (100%) of the equity interest of each of the Tianjin Subsidiary I, the Tianjin Subsidiary II, the Guangzhou Subsidiary, the Ningxia Subsidiary, Real World, Lingbo Subsidiary, Kuaima Subsidiary, Yike Subsidiary, Hebei Subsidiary and Wuxi Subsidiary, and has obtained the equity interest in each of the Tianjin Subsidiary I, the Tianjin Subsidiary II, the Guangzhou Subsidiary, the Ningxia Subsidiary, Real World, Lingbo Subsidiary, Kuaima Subsidiary, Yike Subsidiary, Hebei Subsidiary and Wuxi Subsidiary in compliance with applicable Laws. As of the date of this Agreement and the date o...
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Subsidiaries (General). The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other Person, except for one hundred percent (100%) of the equity interests in the HK Company who directly owns one hundred percent (100%) of the equity interests in the Ecommerce Company. The Company was formed solely to acquire and hold an equity interest in the HK Company and since its formation has not engaged in any business and has not incurred any liability except in the ordinary course of acquiring, managing and disposing of its equity interest in the HK Company. The HK Company was formed solely to acquire and hold the equity interests in the Ecommerce Company and has no other business, except as contemplated by this Agreement, and has not incurred any Liability other than annual filing, maintenance and other standard fees. Each of the PRC Companies (other than Yatsen Pet Products) is engaged primarily in the Business, and has no other activities outside its permitted business scope. All the Proprietary Rights, business contracts and employees of Yatsen Pet Products have been transferred to Ecommerce Company prior to the Closing. Yatsen Pet Products has not engaged in any actual business activities.
Sample 1
Subsidiaries (General). The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other Person, except for one hundred percent (100%) of the equity interests in the HK Company who directly owns one hundred percent (100%) of the equity interests in the Ecommerce Company. The Company was formed solely to acquire and hold an equity interest in the HK Company and since its formation has not engaged in any business and has not incurred any liability except in the ordinary course of acquiring, managing and disposing of its equity interest in the HK Company. The HK Company was formed solely to acquire and hold the equity interests in the Ecommerce Company and has no other business, except as contemplated by this Agreement, and has not incurred any Liability other than annual filing, maintenance and other standard fees. Each of the PRC Companies (other than Yatsen Pet Products) is engaged primarily in the Business, and has no other activities outside its permitted business scope. All the Proprietary Rights, business contracts and employees of Yatsen Pet Products have been transferred to Ecommerce Company prior to the Closing. Yatsen Pet Products has not engaged in any actual business activities. Section 3.4 of the Disclosure Schedule sets forth the accurate and complete corporate chart of the Group Companies and other Persons in which any Group Company or any Founder, directly or indirectly, holds any Equity Securities, indicating the ownership and Control relationship, the nature of the legal entity each Person constitutes and the jurisdiction in which each Person was incorporated.
Sample 1
Subsidiaries (General). The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other Person, except for (i) one hundred percent (100%) of the equity interests in the PRC Subsidiary, (ii) one hundred percent (100%) of the equity interests in Jnet Holdings Ltd., and (iii) the arrangements contemplated under the Restructuring Agreements with Beijing Blue I.T., Shanghai Jnet, Beijing Jingtian and their respective shareholders. The Company was formed solely to acquire and hold an equity interest in the PRC Subsidiary and since its formation has not engaged in any business and has not incurred any liability except in the ordinary course of acquiring, managing and disposing of its equity interest in the PRC Subsidiary. The PRC Subsidiary is free and clear of all liens, claims, charges and encumbrances, and no person or entity other than the Company has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of the PRC Subsidiary or any component or portion thereof, or any increase or decrease on any of the foregoing.
Sample 1
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Subsidiaries (General). The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other Person, except for one hundred percent (100%) of the equity interests in the HK Company who will directly own one hundred percent (100%) of the equity interests in the WFOE upon WFOE’s incorporation. The Company was formed solely to acquire and hold an equity interest in the HK Company and since its formation has not engaged in any business and has not incurred any Liability except in the ordinary course of acquiring, managing and disposing of its equity interest in the HK Company.
Sample 1
Subsidiaries (General). Save for the Hong Kong Subsidiary, PV Silicon and LDK Solar Polysilicon, the Company does not own of record or beneficially, directly or indirectly, (i) any shares of outstanding equity capital or securities convertible into equity capital of any other corporation, or (ii) any equity, voting or participating interest in any limited liability company, partnership, joint venture or other non-corporate business enterprises.
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Related to Subsidiaries (General)

  • Subsidiaries, Etc (a) Set forth in Part A of Schedule III hereto is a complete and correct list, as of the date hereof, of all of the Subsidiaries of the Company, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Part A of Schedule III hereto, (x) each of the Company and its Subsidiaries owns, free and clear of Liens (other than Liens created pursuant to the Security Documents), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule III hereto, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person. (b) Set forth in Part B of Schedule III hereto is a complete and correct list, as of the date of this Agreement, of all Investments (other than Investments disclosed in Part A of said Schedule III hereto) held by the Company or any of its Subsidiaries in any Person (other than Investments which are Permitted Investments or deposits maintained with banks in the ordinary course of business) and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule III hereto, each of the Company and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Due Organization; Subsidiaries; Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Mergers, Subsidiaries, Etc Except as otherwise permitted under Sections 6.2 or 6.8, no Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person. Notwithstanding the foregoing: (i) Borrower may acquire all or substantially all of the assets or all of the Stock of any Person (the "Target") (in each case, a "Permitted Acquisition") with the consent of Requisite Lenders or without consent of Agent or Requisite Lenders, but subject to the satisfaction of each of the following conditions: (A) Agent shall receive reasonable (and, in any event, not less than 14 days') prior written notice of the expected consummation date of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (B) such Permitted Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrower as of the Closing Date and other businesses that, in the good faith judgment of the board of directors of Borrower, are reasonably related, ancillary or complimentary thereto, or reasonable extensions thereof, including without limitation the leasing of medical equipment, and which businesses would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrower prior to such Permitted Acquisition; (C) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors (or comparable governing body); (D) no additional Indebtedness, Guaranteed Indebtedness, contingent obligations or other liabilities shall be incurred, assumed or shall otherwise be reflected on a consolidated balance sheet of Borrower and Target after giving effect to such Permitted Acquisition, except (x) Indebtedness otherwise permitted under Section 6.3, (y) Guaranteed Indebtedness otherwise permitted under Section 6.6 and (z) ordinary course trade payables and accrued expenses of the Target; (E) the sum of all amounts payable in connection with any single Permitted Acquisition (including all transaction costs and all Indebtedness, liabilities and contingent obligations incurred or assumed in connection therewith or otherwise reflected in a consolidated balance sheet of Borrower and Target) shall not exceed $5,000,000, and the sum of such amounts for all Permitted Acquisitions in any Fiscal Year shall not exceed $15,000,000; (F) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Encumbrances); (G) Concurrently with delivery of the notice referred to in clause (A) above, Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent:

  • Subsidiaries; Investments Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

  • Subsidiaries and Investments The Company does not own, directly or indirectly, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity (each a "Company Subsidiary").

  • Inactive Subsidiaries The Inactive Subsidiaries do not (a) have assets with an aggregate book value in excess of $1,000,000, (b) have revenue in excess of $1,000,000 in the aggregate and (c) conduct any business activities.

  • Qualification, Organization, Subsidiaries, etc (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

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