Internal Control Agreement definition

Internal Control Agreement means (i) any appointment or indemnification arrangement or agreement with a natural Person, who is a citizen of the PRC, designated by the Parent or the Company or any Affiliate or Subsidiary of the Parent or the Company to act as nominee shareholder and legal representative of any Domestic Subsidiary, and any action, arrangement, declaration, or agreement undertaken by such Person, or caused to be undertaken by such Person, in connection with the fulfillment of such role, including, without limitation, the acquisition of any beneficial interest or the holding of record in the Securities (including Capital Stock) of such Domestic Subsidiary and the execution, either with the Parent, the Company, Affiliate or Subsidiary of the Parent or the Company or any other third party whether or not affiliated with the Parent or the Company, of any secured promissory note, equity pledge agreement, equity purchase option agreement, subrogation agreement, declaration of waiver of pre-emption rights, and declaration of waiver of spousal communal rights or (ii) any arrangement or agreement (including, without limitation, any consulting or service arrangements or agreements) pursuant to which the Company or any Subsidiary of the Company indirectly receives the economic benefit of revenue generated by any Media Asset.

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Internal Control Agreement contained in Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by (A) deleting the clause “with respect to any Media Asset” from clause (i) thereof, and (B) deleting the term “Media Asset” from clause (ii) thereof and replacing it with “asset”.

Internal Control Agreement means (i) any appointment or indemnification arrangement or agreement with respect to any Media Asset with a natural Person, who is a citizen of the PRC, designated by the Parent or the Borrower or any Affiliate or Subsidiary of the Parent or the Borrower to act as nominee shareholder and legal representative of any Domestic Subsidiary, and any action, arrangement, declaration, or agreement undertaken by such Person, or caused to be undertaken by such Person, in connection with the fulfillment of such role, including, without limitation, the acquisition of any beneficial interest or the holding of record in the Securities (including Capital Stock) of such Domestic Subsidiary and the execution, either with the Parent, the Borrower, any Affiliate or Subsidiary of the Parent or the Borrower or any other third party whether or not affiliated with the Parent or the Borrower, of any secured promissory note, equity pledge agreement, equity purchase option agreement, subrogation agreement, declaration of waiver of pre-emption rights, and declaration of waiver of spousal communal rights or (ii) any arrangement or agreement (including, without limitation, any consulting or service arrangements or agreements) pursuant to which the Borrower or any Subsidiary of the Borrower indirectly receives the economic benefit of revenue generated by any Media Asset.

Examples of Internal Control Agreement in a sentence

At any time after the execution and delivery thereof, any Internal Control Agreement ceases to be in full force and effect (other than by its terms) or shall be declared null and void, except where such cessation or declaration would not result in a Material Adverse Effect.
With respect to the Media Assets set forth on Annex A of the Disclosure Schedule as having been acquired on or prior to the date hereof, Borrower, or a wholly owned direct or indirect Foreign Subsidiary of the Borrower, either (i) has good and marketable title to such Media Assets or (ii) owns all outstanding shares of Capital Stock of the WFOE which is party to an Internal Control Agreement with respect to such Media Assets.
With respect to the assets acquired on or prior to the Second Amendment Date, the Borrower, or a wholly owned direct or indirect Foreign Subsidiary of the Borrower, either (i) has good and marketable title to such assets or (ii) owns all outstanding shares of Capital Stock of the WFOE which is party to an Internal Control Agreement with respect to such assets.
Any Media Asset acquired after the date hereof shall be (i) held by the Company or Subsidiary of the Company or (ii) subject to an Internal Control Agreement with any Covered Subsidiary or wholly-owned Subsidiary of any Covered Subsidiary.
With respect to assets acquired after the date hereof, as of the date of acquisition, the Borrower, or a wholly owned direct or indirect Foreign Subsidiary of the Borrower, either (i) will have good and marketable title to such assets or (ii) will own all outstanding shares of Capital Stock of the WFOE which is a party to an Internal Control Agreement with respect to such assets.
With respect to Media Assets acquired after the date hereof, as of the date of acquisition, the Borrower, or a wholly owned direct or indirect Foreign Subsidiary of the Borrower, either (i) will have good and marketable title to such Media Assets or (ii) will own all outstanding shares of Capital Stock of the WFOE which is a party to an Internal Control Agreement with respect to such Media Assets.
With respect to the Media Assets listed on Annex A as having been acquired on or prior to the date hereof, Borrower, or a wholly owned direct or indirect Foreign Subsidiary of the Borrower, either (i) has good and marketable title to such Media Assets or (ii) owns all outstanding shares of Capital Stock of the WFOE which is party to an Internal Control Agreement with respect to such Media Assets.
Any Media Asset acquired after the date hereof shall be (i) held by the Borrower or a Subsidiary of the Borrower or (ii) subject to an Internal Control Agreement with any Credit Party or any Subsidiary of any Credit Party.
The Company shall cause, and shall cause each Covered Subsidiary to cause, any wholly-owned Foreign Subsidiaries formed after the date hereof which directly or indirectly holds any Media Asset or any outstanding shares of Capital Stock of a WFOE which is party to an Internal Control Agreement with respect to such Media Assets (each, an "Additional Covered Subsidiary") to become a Covered Subsidiary subject to all the Obligations arising under this Agreement and any other Equity Document.
With respect to the Media Assets listed on Annex A as having been acquired on or prior to the date hereof, the Company, or a wholly owned direct or indirect Foreign Subsidiary of the Company, either (i) has good and marketable title to such Media Assets or (ii) owns all outstanding shares of Capital Stock of the WFOE which is party to an Internal Control Agreement with respect to such Media Assets.

More Definitions of Internal Control Agreement

Internal Control Agreement means (i) any appointment or indemnification arrangement or agreement with a natural Person, who is a citizen of the PRC, designated by Parent or Company or any Affiliate or Subsidiary of Parent or Company to act as nominee shareholder and legal representative of any Domestic Subsidiary, and any action, arrangement, declaration, or agreement undertaken by such Person, or caused to be undertaken by such Person, in connection with the fulfillment of such role, including, without limitation, the acquisition of any beneficial interest or the holding of record in the Securities (including Share Capital) of such Domestic Subsidiary and the execution, either with Parent, Company, Affiliate or Subsidiary of Parent or Company or any other third party whether or not affiliated with Parent or Company, of any secured promissory note, equity pledge agreement, equity purchase option agreement, subrogation agreement, declaration of waiver of pre-emption rights, and declaration of waiver of spousal communal rights or (ii) any arrangement or agreement (including, without limitation, any consulting or service arrangements or agreements) pursuant to which Company or any Subsidiary of Company indirectly receives the economic benefit of revenue generated by any Media Asset.