VIE Agreements i. The description of the corporate structure of the Company and each of the contracts among WFOE, the VIE and the VIE’s shareholders. (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIE and Its Shareholders” and filed as Exhibits 10.3 through 10.8 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus.
ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE and the VIE’s shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE and the VIE’s shareholders, enforceable in accordance with its respective terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, other than those as described in the VIE Agreement; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge...
VIE Agreements. Both Kingold and Vogue-Show have duly executed and delivered the VIE Agreements, as attached to the Reverse Acquisition Agreement, to which it is a party and all necessary corporate actions to authorize the execution, delivery and performance of such documents have been taken. Each of the VIE Agreements constitutes a legal, valid and binding obligation of each of the parties thereto, enforceable against such party in accordance with their respective terms. the execution, delivery and performance of the VIE Agreements by each of Vogue-Show and Kingold do not result in (i) any violation of the provisions of the articles of association, business license or other constitutive documents of such party, or (ii) any violation of any applicable PRC laws and regulations. The VIE Agreements are perpetual in nature.
VIE Agreements. Each of the VIE Agreements has been duly authorized, executed and delivered by the parties thereto, and constitutes valid and binding obligations of the parties thereto, enforceable against such parties in accordance with its terms, subject to the Bankruptcy and Equity Exception, and there is no enforceable agreement or understanding to rescind, amend or change the nature of such captive structure or material terms of the VIE Agreements. The VIE Agreements are adequate to enable the financial statements of each Group Company that is a party to a VIE Agreement to be consolidated with those of the Company in accordance with U.S. GAAP. The Company has furnished or made available to the Investor, prior to the date thereof, true, correct and complete copies of all VIE Agreements, including as part of the SEC Documents.
VIE Agreements i. The description of the corporate structure of the Company and each of the contracts among Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., and each of YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., Inner Mongolia YanGuFang Whole Grain Industry Development Co., Ltd. and Inner Mongolia YanGuFang Contract Farming Development Co., Ltd. (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIEs” and filed as Exhibits 10.1 through 10.4 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus.
ii. Each VIE Agreement has been duly authorized, executed and delivered by Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd. and each VIE and constitutes a valid and legally binding obligation of Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co. Ltd. and Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd., enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, other than those as described in the Registration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the...
VIE Agreements. Each of the VIE Agreements has been duly authorized, executed and delivered by the parties thereto, and constitutes valid and binding obligations of the parties thereto, enforceable against such parties in accordance with its terms, subject to the Bankruptcy and Equity Exception, and there is no enforceable agreement or undertaking to rescind, amend or change the nature of such captive structure or material terms of the VIE Agreements. The VIE Agreements do not violate the laws and regulations of PRC which are effective as of the date of this Agreement, or the articles of association of the parties of such VIE Agreements. The VIE Agreements are adequate to enable the financial statements of each Group Company that is a party to a VIE Agreement to be consolidated with those of the Company in accordance with GAAP.
VIE Agreements. Any agreements described under “Item 4. Information on the Company—C. Organizational Structure—Contractual Agreements with the VIEs and Their Respective Shareholders” of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2018 filed with the SEC on April 29, 2019 or any further annual reports of the Company on Form 20-F to be filed with the SEC which affects the Company’s control over any of its VIEs become invalid, void or unenforceable for any reasons.
VIE Agreements. (i) The description of each of the agreements described under the caption “Our History and Corporate Structure” in the Registration Statement, General Disclosure Package and Final Prospectus relating to our corporate structure, to which any of AmazGame, Gamease and the shareholders of Gamease is a party (collectively, the “VIE Agreements”), is true and correct in all material respects, and all material agreements relating to our corporate structure have been so disclosed. Each party of the VIE Agreements has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform their respective obligations under the VIE Agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and have authorized, executed and delivered, each of the VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, 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.
(ii) The execution and delivery by AmazGame, Gamease and shareholders of Gamease of, and the performance by AmazGame, Gamease and shareholders of Gamease of their respective obligations under, each of the VIE Agreements and the consummation by AmazGame, Gamease and shareholders of Gamease of the transactions contemplated therein did not, does not and will not: (A) 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, AmazGame, Gamease or shareholders of Gamease, as the case may be, are a party or by which the Company, AmazGame, Gamease and shareholders of Gamease are bound or to which any of the properties or assets of the Company, AmazGame, Gamease or shareholders of Gamease are subject; (B) result in any violation of the provisions of constitutive documents or business license of the Company, AmazGame or Gamease, as the case may be; or (C) result in any violation of any PRC statute or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company, AmazGame, Gamease, shareholders of Gamease or any of their properties.
(iii) Each of the VIE Ag...
VIE Agreements. To the Knowledge of the Sellers, the Company or its applicable Subsidiary that is a party to each of the agreements described under the caption “Corporate History and Structure—Our Corporate Structure—Contractual Arrangements with MecoxLane Information and its Shareholders, Contractual Arrangements with MecoxLane Shopping and its Shareholders and Contractual Arrangements with Rampage Shopping and its Shareholders” in the Registration Statement (collectively, the “VIE Agreements”) 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 VIE Agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, 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 and except as disclosed in the Registration Statement. To the Knowledge of the Sellers, the execution and delivery by the Company’s Subsidiaries, each of the entities listed in Exhibit D (each a “VIE Entity”), and the shareholders of each VIE Entity of, and the performance by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity of their respective obligations under, each of the VIE Agreements and the consummation by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity of the transactions contemplated therein did not and does 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 of the agreements set forth in Section 3.18 of the Disclosure Schedule, which to the Knowledge of the Sellers are all of the indentures, mortgages, deeds of trust, leases, loan agreements or other agreement or instruments relating to the corporate structure of the Company’s Subsidiaries and VIE Entities to which the Company, its Subsidiaries, the VIE Entities or the shareholders of each VIE Entity, as the case may be, are a party; (ii) result in any violation of the provisions of the constitutional documents or business licenses of the Company, any of its S...
VIE Agreements. Each of the VIE Parties, as applicable, has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform their respective obligations under the Exclusive Technical Consulting and Services Agreement (2013), the Equity Option Agreements (February 2013), the Equity Interest Pledge Agreements (February 2013), the Trustee Arrangement Letters (18 September 2012), and the Loan Agreements (September 2012), entered into by and among Beijing Tapjoy, Tapjoy Wireless, [***] and/or the Company, as the case may be (collectively, the “VIE Agreements”) and has taken all necessary corporate action to authorize the execution, delivery and performance of, and have authorized, executed and delivered, each of the VIE Agreements. Each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, and is enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or Applicable Laws affecting creditor’s rights or by equitable principles relation to enforceability. The execution and delivery by the VIE Parties, and the performance by the VIE Parties of their respective obligations under, each of the VIE Agreements to which he, she, or it is a party, and the consummation by the VIE Parties of the transactions contemplated therein did not, does not and will 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 such VIE Party is a party or by which such VIE Party is bound or to which any of the properties or assets of such VIE Party are subject or (ii) result in any violation of the provisions of constitutional documents or business licenses of such VIE Party, as the case may be; or (iii) result in any direct violation of any statute of the PRC or any order, rule or regulation of any PRC governmental agency having jurisdiction over such VIE Party or any of its respective properties. The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of Beijing Tapjoy, through, among other things, its contractual rights to direct the Chinese Shareholders as to the exercise of their voting rights. No consent, approval, authorization or order of, or filing or registration with, any person (including any governmental agency or bo...
VIE Agreements. (A) Each party to each of the agreements described under the caption “Related Party Transactions—Contractual Arrangements with Xxxx Xxxx Advertising” in the General Disclosure Package relating to our corporate structure, to which any of Shanghai Xxxx Xxxx Advertising Co., Ltd. (“Xxxx Xxxx”), Shanghai CRIC Information Technology Co., Ltd. (“Shanghai CRIC”), and the shareholders of Xxxx Xxxx is a party (collectively, the “Xxxx Xxxx VIE Agreements”) 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 Xxxx Xxxx VIE Agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and have authorized, executed and delivered, each of the Xxxx Xxxx VIE Agreements; and each of the Xxxx Xxxx VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, 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 and except as disclosed in the General Disclosure Package. The execution and delivery by Xxxx Xxxx, Shanghai CRIC and shareholders of Xxxx Xxxx of, and the performance by Xxxx Xxxx, Shanghai CRIC and the shareholders of Xxxx Xxxx of their respective obligations under, each of the Xxxx Xxxx VIE Agreements and the consummation by Shanghai CRIC, Xxxx Xxxx and the shareholders of Xxxx Xxxx of the transactions contemplated therein did not, does not and will 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, Shanghai CRIC, Xxxx Xxxx or the shareholders of Xxxx Xxxx, as the case may be, are a party or by which the Company, Shanghai CRIC, Xxxx Xxxx and the shareholders of Xxxx Xxxx are bound or to which any of the properties or assets of the Company, Shanghai CRIC, Xxxx Xxxx or the shareholders of Xxxx Xxxx are subject; (ii) result in any violation of the provisions of constitutive documents or business license of the Company, Shanghai CRIC or Xxxx Xxxx, as the case may be; or (iii) except as disclosed in the General Disclosure Package, result in any violation of any PRC statute or any order, rule or reg...
