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). 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 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). 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 and Yimeng Trading) 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 and Yimeng Trading have been transferred to Ecommerce Company prior to the Closing. Yatsen Pet Products and Yimeng Trading have not engaged in any actual business activities.
Sample 1
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, the Guangzhou Subsidiary, the Ningxia Subsidiary, Real World, Lingbo Subsidiary, Kuaima Subsidiary, Yike Subsidiary and Hebei Subsidiary, and has obtained the equity interest in each of the Tianjin Subsidiary, the Guangzhou Subsidiary, the Ningxia Subsidiary, Real World, Lingbo Subsidiary, Kuaima Subsidiary, Yike Subsidiary and Hebei Subsidiary in compliance with applicable Laws. As of the date of this Agreement and the date of the Closing, Houpu Subsidiary is 70.000% held by the Domestic Company, and it has obtained...
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 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). 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). 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.
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.
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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.

  • 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 the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.

  • Certain Subsidiaries Unless pursuant to Indebtedness which is authorized pursuant to this Agreement, the Borrower will not, and the Subsidiaries of the Borrower will not, permit any creditor of a Project Finance Subsidiary to have recourse to the Borrower or any Subsidiary of the Borrower (other than such Project Finance Subsidiary) or any of their assets (other than (i) the stock or similar equity interest of the applicable Subsidiary or any Subsidiary which is an entity whose sole purpose and extent of business activities is to own the stock or similar equity interest of a Project Finance Subsidiary and (ii) with respect to a Permitted Derivative Obligation) other than recourse under Long-Term Guaranties.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • 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 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.

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

  • Subsidiaries; Due Organization; Etc (a) Part 2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the Entities identified in Part 2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Company Disclosure Schedule. No Subsidiary of the Company has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.

  • 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").

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