VIE Structure Sample Clauses

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. 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. (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): (i) make or agree to any amendment or variation of or supplement to any provision of any VIE Contract, other than pursuant to the VIE Restructuring, where such amendment, variation or supplement is or would reasonably be expected to be materially adverse to the interests of the Finance Parties; (ii) terminate, rescind, supersede, cancel or agree to terminate, rescind, supersede or cancel any VIE Contract, other than pursuant to the VIE Restructuring; (iii) grant or agree to any waiver of any of its rights or remedies, or give any consent, under or in connection with any VIE Contract or any Revenue Sharing Agreement, where such waiver or consent is or would reasonably be expected to be materially adverse to the interests of the Finance Parties; or (iv) assign, transfer, novate or otherwise dispose of any or all of its rights and/or obligations under any VIE Contract (other than pursuant to a Permitted Disposal or the VIE Restructuring). (b) Each Obligor shall (and the Borrower shall use its commercially reasonable endeavours to ensure that each person party to a VIE Contract and each holder or owner of any interest in any VIE Group Member will) (and the Borrower shall procure that each other Group Member will) perform and comply with its obligations under or in connection with the VIE Contracts and Revenue Sharing Agreements to which it is a party where failing to do so would materially adversely affect the interests of the Finance Parties under the Finance Documents. (c) Each Obligor shall (and the Borrower shall use its commercially reasonable endeavours to ensure that each person party to a VIE Contract and each holder or owner of any interest in any VIE Group Member will) (and the Borrower shall procure that each other Group Member will) take all commercially reasonable steps to preserve and enforce its rights, and pursue any claim or remedy, it has under or in connection with any VIE Contracts and Revenue Shari...
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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...
Sample 1
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.
Sample 1

Related to VIE Structure

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • 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.

  • Governance Structure The Academy shall be organized and administered under the direction of the Academy Board and pursuant to the governance structure as set forth in its Bylaws. The Academy’s Board of Directors shall meet at least six times per fiscal year, unless another schedule is mutually agreed upon by the University President or Designee and the Academy.

  • Alternative Structure If following the date of this Agreement all of the conditions set forth in Article VI have been satisfied or waived (except that the tax representation letters in the forms as set forth in Exhibit B-1 and called for in Section 5.14 cannot be delivered and the condition set forth in Section 6.1(e) has not been waived), but the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.

  • 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 a) The committee will meet as necessary at times determined by the Association and TEBA. b) The Association and TEBA shall each bear the cost of their participation in this committee. c) The Association and TEBA will each appoint three (3) representatives to the committee. d) The committee will be chaired jointly.

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • 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.

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