VIE Structure Sample Clauses

VIE Structure. (a) Each Obligor shall not (and the Borrower shall use its commercially reasonable endeavours to ensure that each person who is party to a VIE Contract or Revenue Sharing Agreement and each holder or owner of any interest in any VIE Group Member will not) (and the Borrower shall procure that each other Group Member will not), without the prior written consent of (at any time on or prior to the Closing Date) the Original Mandated Lead Arrangers or (at any time after the Closing Date) the Agent (acting on the instructions of the Majority Lenders):
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VIE Structure. The equity interests of the Domestic Entity shall have been transferred as follows: (i) 60% of the equity interests of the Domestic Entity shall be transferred to a nominee of the Purchaser (the “Baidu Nominee”), and (ii) 40% of the equity interests of the Domestic Entity shall be transferred to a nominee of Renren (the “Renren Nominee”, each of the Baidu Nominee and the Renren Nominee shall be a PRC citizen qualified
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VIE Structure. The Seller shall have delivered all signature pages, duly executed, and other documents and information required of the Seller for the transfer of 40% of the equity interests of the Domestic Entity from the existing nominee of the Seller (the “Renren Nominee”, namely Mr. Xxx Xxxx) to a nominee of the Purchaser (the “Baidu Nominee”) at a price based on appraisal of the Domestic Entity and acceptable to the Purchaser (the “Share Transfer”). The Seller shall also have delivered all signature pages, duly executed, and other documents and information required of the Seller for the amendment of the articles of association of the Domestic Entity and the WFOE, the resignation of all the directors, supervisors, legal representatives and general managers (as applicable) nominated by the Seller in the WFOE and the Domestic Entity, and the termination of the relevant portions of the original VIE Agreements.
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VIE Structure. As soon as reasonably practicable after the date hereof and in any event prior to the Closing, General Partner shall cause (i) customary “variable interest entity” agreements in form and substance reasonably satisfactory to Buyer to be entered into between each Person who holds any equity interest in any Group Company incorporated in the PRC on trust for, or pursuant to a nominee arrangement in favor or, another Group Company, on the one hand, and an appropriate Group Company incorporated in the PRC, on the other hand, and (ii) all related filings and registrations with the applicable Governmental Entities in connection therewith to be duly completed.
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VIE Structure. Evidence shall have been delivered to each of the Purchasers confirming that (i) each of the following agreements has been fully executed, a copy of which is attached under Exhibit 5.16(A), (ii) each of the following agreements, if applicable, shall have been submitted (along with any required additional or supplemental documentation or information) to any relevant Governmental Authorities necessary to give effect to the transactions contemplated thereby, and (iii) except as otherwise provided herein below, the transactions contemplated by each of the following agreements shall have been consummated in full: • Agreement of Termination of Loan and Equity Pledge Agreement, dated September 26, 2010 between Sohu New Era and Xxxx Xxxx (the “Zhou Terminated Pledge”); • Agreement of Termination of Loan and Equity Pledge Agreement, dated September 26, 2010 between Sohu New Era and Xxx Xx (the “Li Terminated Pledge”); • Loan Agreement, dated September 26, 2010 between the PRC Subsidiary and Xxxxxxxxx Xxxx; • Loan Agreement, dated September 26, 2010 between the PRC Subsidiary and Xianxian Hao; • Equity Interest Transfer Agreement, dated September 26, 2010 between Xxxx Xxxx and Xxxxxxxxx Xxxx; • Equity Interest Transfer Agreement, dated September 26, 2010 between Xxx Xx and Xianxian Hao; • Business Operation Agreement, dated September 26, 2010 by and among the PRC Subsidiary, Sogou Information, Xxxxxxxxx Xxxx and Xianxian Hao; • Power of Attorney, dated September 26, 2010 and signed by Xxxxxxxxx Xxxx; • Power of Attorney, dated September 26, 2010 and signed by Xianxian Hao; • Equity Pledge Agreement, September 26, 2010 by and among the PRC Subsidiary, Xxxxxxxxx Xxxx and Xianxian Hao (the “New Pledge”); • Exclusive Equity Interest Purchase Right Agreement, September 26, 2010 by and among the PRC Subsidiary, Sogou Information, Xxxxxxxxx Xxxx and Xianxian Hao; • Exclusive Technology Consulting and Service Agreement, September 26, 2010 between the PRC Subsidiary and Sogou Information; • Business Cooperation Agreement, dated September 26, 2010 between the PRC Subsidiary and Sogou Information; and • Personnel Transfer Agreement, dated September 26, 2010 between the PRC Subsidiary and Sogou Information; provided, that the following portions of the transactions contemplated by the agreements listed above shall not be required to have been consummated in full: • registration of the change of the shareholder register of Sogou Information, reflecting the withdrawal of each of X...
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Related to VIE Structure

  • Corporate Structure The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Structure Appendices 1 and 2 are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, categories of data subjects and the applicable technical and organizational measures.

  • Group Structure (a) The Group Structure Chart shows:

  • Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.

  • Agreement Structure 2.1 An “Agreement” hereunder shall consist of this Master Agreement, the Schedule, and their applicable attachments and represents the complete and exclusive agreement between the Parties regarding the subject matter of the Schedule, and replaces any prior oral or written communications between the Parties relating thereto. Each Lease is effective when the Schedule containing such Lease is executed by the Parties thereto.

  • Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.

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