Common use of Subsidiaries (General) Clause in Contracts

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.

Appears in 16 contracts

Samples: Share Purchase Agreement (Yatsen Holding LTD), Share Purchase Agreement (Yatsen Holding LTD), Share Purchase Agreement (Yatsen Holding LTD)

AutoNDA by SimpleDocs

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 will set 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.

Appears in 10 contracts

Samples: Share Purchase Agreement (Yatsen Holding LTD), Share Purchase Agreement (Yatsen Holding LTD), Share Purchase Agreement (Yatsen Holding LTD)

AutoNDA by SimpleDocs

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 I who directly owns one hundred percent (100%) of the equity interests in the Ecommerce Company applicable WFOEs; and (ii) one hundred percent (100%) of the equity interests in the BVI Company who directly owns one hundred percent (100%) of the equity interests in the HK Investment CompanyCompany II, and HK Company II directly owns one hundred percent (100%) of the equity interests in the applicable WFOEs. The Company was formed solely to acquire and hold the an equity interests interest in the HK BVI Company and the HK Investment Company Companies 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 interest in the HK BVI Company and the HK Investment CompanyCompanies. The HK Company was Companies were formed solely to acquire and hold the equity interests in the Ecommerce Company applicable WFOEs and Tianjin Fuxin Financial Leasing Co., Ltd. (天津福鑫融资租赁有限公司) “Tianjin Fuxin”) 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 The WFOEs are free and clear of all Liens, claims, charges and encumbrances, and no Person or entity other than the Company, the BVI Company and the HK Companies have 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 Companies (other than Yatsen Pet Products) is engaged primarily in the BusinessWFOEs or any component or portion thereof, 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 or any actual business activities. Section 3.4 increase or decrease on any 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$1,000,000foregoing.

Appears in 3 contracts

Samples: Series E Preferred Share Purchase Agreement (ForU Worldwide Inc.), Series E Preferred Share Purchase Agreement (ForU Worldwide Inc.), Series E Preferred Share Purchase Agreement (ForU Worldwide Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.