VIE Arrangement Sample Clauses

VIE Arrangement. Each of the current contractual arrangements and agreements enabling the Company to exercise effective control over and consolidate the financial statements of the variable interest entities (collectively, the “Control Agreements”) has been duly authorized, executed and delivered by the parties thereto, constitutes a legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms, does not violate any requirements of laws of the jurisdiction of their respective incorporation or organization. Each of the parties to the Control Agreements has the power and capacity (corporate or otherwise) to enter into and to perform its obligations under such Control Agreements and has, to the extent applicable, taken all necessary corporate actions to authorize the performance of the Control Agreements. All required consent, approval, authorization, filing with or order of any court or governmental agency or body in respect of the Control Agreements to ensure the legality and enforceability of each of the Control Agreements have been duly obtained and no further consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the Control Agreements or the performance of the terms thereof and no stamp duty or similar tax is required to be paid in connection with the Control Agreements. The execution, delivery and performance of each of the Control Agreements by the parties thereto, and the consummation of the transactions contemplated thereunder, do not and, immediately after the consummation of the offering of the Units, will not (A) result in any violation of the organizational documents of any of the parties to the Control Agreements or any consent, approval, authorization, filing with or order of any court or governmental agency or body in respect of the Control Agreements; (B) result in any violation of, or penalty under, any laws of jurisdiction of respective party’s incorporation and organization ; or (C) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries and variable interest entities is a party or by which any of them is bound or to which any of their properties or assets is subj...
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VIE Arrangement. Each of the current contractual arrangements and agreements enabling the Company to exercise effective control over and consolidate the financial statements of its variable interest entities disclosed in the Registration Statement, the Disclosure Package and the Prospectus (collectively, the “Control Agreements”) has been duly authorized, executed and delivered by the Company or its Subsidiaries, as applicable, and constitute legal, valid and binding obligations of the Company and its Subsidiaries, as applicable, enforceable against them in accordance with its terms (except, with respect to enforceability, (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law), and do not violate any requirements of laws of the jurisdiction of their respective incorporation or organization. The Company and, to the Company’s knowledge, each other party to the Control Agreements has the power and capacity (corporate or otherwise) to enter into and to perform its obligations under such Control Agreements and has, to the extent applicable, taken all necessary corporate actions to authorize the performance of the Control Agreements. All required consent, approval, authorization, filing with or order of any court or governmental agency or body in respect of the Control Agreements to ensure the legality and enforceability of each of the Control Agreements have been duly obtained and no further consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the Control Agreements or the performance of the terms thereof and no stamp duty or similar tax is required to be paid in connection with the Control Agreements. The execution, delivery and performance of each of the Control Agreements by the parties thereto, and the consummation of the transactions contemplated thereunder, do not and, immediately after the consummation of the offering of the Shares, will not (A) result in any violation of the organizational documents of any of the parties to the Control Agreements or any consent, approval, authorization, filing with or order of any court or gover...
Sample 1
VIE Arrangement. As soon as practicable following the date of this Agreement, the Company shall use its commercially reasonable efforts to procure the actions set forth in Annex B hereto to be taken to the reasonable satisfaction of Parent.
Sample 1

Related to VIE Arrangement

  • The Arrangement At the Effective Time, the following shall occur and shall be deemed to have occurred in the following order without any further act or formality:

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

  • Additional Arrangements Subject to the terms and conditions herein provided, each of the Parties shall take, or cause to be taken, all action and shall do, or cause to be done, all things necessary, appropriate or desirable under any applicable laws and regulations or under applicable governing agreements to consummate and make effective the transactions contemplated by this Agreement, including using reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings. Each of the Parties shall take, or cause to be taken, all action or shall do, or cause to be done, all things necessary, appropriate or desirable to cause the covenants and conditions applicable to the transactions contemplated hereby to be performed or satisfied as soon as practicable. In addition, if any Governmental Authority shall have issued any order, decree, ruling or injunction, or taken any other action that would have the effect of restraining, enjoining or otherwise prohibiting or preventing the consummation of the transactions contemplated hereby, each of the Parties shall use reasonable efforts to have such order, decree, ruling or injunction or other action declared ineffective as soon as practicable.

  • Financial Arrangements (a) The Transferor advanced an interest-free loan to the Company in the amount of USD 14,107,500 (fourteen million, one hundred and seven thousand, five hundred US dollars) to fund instalments paid by the Company under the Shipbuilding Contract, which has been capitalised on or prior to the date of this Agreement.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • Management Arrangements As of the date hereof, other than the Support Agreement and except as previously disclosed to the Company, none of Parent or Merger Sub, or their respective executive officers, directors or affiliates, has entered into any agreement, arrangement or understanding with any of the executive officers, directors or Affiliates of the Company that is currently in effect or would become effective in the future (upon the consummation of the Merger or otherwise) and that would be required to be disclosed under Item 1005(d) of Regulation M-A under the Exchange Act.

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