Target Equity. 1.1 The Parties agree that PipeChina shall purchase from PetroChina all of PetroChina’s 60% equity interests in the Target Company, and upon consummation of such purchase, PipeChina shall hold 60% equity interests, and PetroChina shall cease to hold any equity interests in the Target Company.
1.2 The specific scope of the Target Assets underlying the Target Equity is subject to the scope of the assets appraised and recorded in the Asset Appraisal Report.
Target Equity. 1.1 The Existing Shareholders agree, and hereby grant irrevocably and without any additional conditions, the WFOE an option to require, under any of the following circumstances, the Existing Shareholders to transfer to the WFOE or a third entity nominated by the WFOE (the “Nominated Entity”) part or all (subject to the WFOE’s specific requirements) of the equity of the Company held by the Existing Shareholders (the “Target Equity”) (the “Equity Purchase Option”):
1.1.1 the WFOE and/or the Nominated Entity is permitted to lawfully own all or part of the Target Equity subject to PRC laws and administrative regulations.
1.1.2 Subject to permission by PRC laws and regulations, any other circumstances as the WFOE deems, at its sole discretion, to be appropriate or necessary.
1.2 The Company hereby agrees the Existing Shareholders to grant to the WFOE the Equity Purchase Option.
1.3 The WFOE shall have the right to exercise at any time all or part of its Equity Purchase Option to obtain all or part of the Target Equity, without any limitation on how many times the option will be exercised.
1.4 The WFOE shall have the right to nominate any third entity to obtain part or all of the Target Equity, which shall not be refused by the Existing Shareholders who shall transfer to the Nominated Entity part or all of the Target Equity as required by the WFOE.
1.5 Prior to transfer of the Target Equity to the WFOE or the Nominated Entity subject to this Agreement, and without the WFOE’s prior written consent, the Existing Shareholders shall not transfer the Target Equity, or pledge, hypothecate or otherwise encumber any of the Target Equity except as set forth in the Equity Interest Pledge Agreement (defined in Section 3.5) separately entered into by and among the Parties.
Target Equity. (i) All presently outstanding Target Equity were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive rights of any Person, and applicable Contracts. No Target Equity was issued or subscribed to in material violation of the preemptive rights of any Person, terms of any Contract, or any Laws, by which each applicable Target Entity at the time of issuance or subscription was bound. Except as contemplated under this Agreement, there are no (a) resolutions pending to increase the share capital or registered capital of any Target Entity or cause the liquidation, winding up, or dissolution of any Target Entity, nor has any distress, execution or other process been levied against any Target Entity, (b) dividends which have accrued or been declared but are unpaid by any Target Entity, (c) obligations, contingent or otherwise, of any Target Entity to repurchase, redeem, or otherwise acquire any Target Equity, or (d) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Target Entity.
(ii) The Seller is the sole record and beneficial holder of all of the Target Equity, free and clear of all Liens of any kind.
Target Equity. 4.1 The Transferor is entitled to full and complete rights and interests in the Target Equity. No pledge, attachment or other encumbrances or defects of any nature have been imposed on such rights and interests.
4.2 Neither pledge or other encumbrances nor any arrangement or obligation of creating encumbrances or any judicial preservation measures have been imposed on the Target Equity; there are no existing or potential legal disputes or controversies in connection with the Target Equity.
Target Equity. Seller holds of record and owns beneficially the Target Equity set forth next to its name in Section 4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer, taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement or restrictions on transfer created by the Securities Act or blue sky or securities laws) that could require Seller to sell, transfer, or otherwise dispose of any Target Equity. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Target Equity.
Target Equity. The Transferee intends to transfer 31% of the equity interests in the Target Company held by the Transferor and all the shareholders’ rights and interests under such equity interests. After completion of the Transaction, the shareholding structure of the Target Company is as follows: Name of shareholder and Shareholding Structure: XXXXX INTERNATIONAL HOLDINGS LIMITED 49.01% Powerbridge Holdings Limited 50.99%
Target Equity. 1.1 Party B are the existing registered shareholders of Party C, and lawfully own all of the equity interests in Party C.
Target Equity. (a) The Sellers are the statutory and equity owners of the Target Equity stipulated in Clause 2.1 of the Agreement.
(b) The Target Equity has been legally and effectively subscribed for and paid in full. There is no any situation or risk that Entity who has or claims to any rights (including capital conversion, issuance, registration, sale or transfer, repurchase and corresponding security interests) to the registered capital of the Target Company in accordance with any options, agreements or other arrangements (including conversion rights and priorities).
(c) No Encumbrance has been created on any part of the Target Equity.
(d) No any dispute or potential ownership dispute is involved in the Target Equity.
Target Equity. The Target Equity of this Agreement is the equity interest of CDMTV, which shall be in compliance with the PRC Company Law and other relevant PRC Laws, and in accordance with the representations and warranties made by Transferors. All rights and interests related to this equity shall be legally held by Transferors without any precondition, encumbrance or third party right, except when permitted by the provisions of this Agreement and Equity Pledge Agreement.
Target Equity. The tangible shareholders’ equity as of the date of Closing Financial Statements shall equal or exceed the Target Equity.