Offshore Group Company definition
Examples of Offshore Group Company in a sentence
Each Offshore Group Company, Controlling Shareholder and Founder, Sunny Ocean and HK Holdco shall ensure that no Group Company shall use any sales agents or representatives unless the agent or representative (i) has been screened to ensure that it has a good business reputation and conducts its business in an ethical fashion and (ii) provides warranties and covenants similar to those set forth in Sections 6.9 and 6.
Without prejudice to the generality of the foregoing, each Controlling Shareholder, Founder and Offshore Group Company, Sunny Ocean, HK Holdco and China Growth Capital shall, in respect of each vote it has or has direct or indirect power over whether at the board or shareholder level, vote in a manner (or sign or refrain from signing any written consent of the board of directors or of shareholders) so as to give effect to, and is in conformity with, the provisions of this Agreement.
Meetings of the board of directors of each Offshore Group Company shall take place as frequently as required to operate the Business in an efficient manner but in any case shall take place generally at least once in every three month period.
If such sale is not consummated within such 20-day period, the relevant Offshore Group Company shall not proceed with the Proposed Issuance without again first complying with each requirement in this Section 4.
The relevant Offshore Group Company shall provide such information relating to the business affairs and financial position of the relevant Offshore Group Company and any Subsidiary as any director may require.
Within 45 days (or such shorter period as agreed in advance and in writing by the Majority Holders) following delivery of the Proposed Issuance Notice (the “Proposed Issuance Offer Period”), each Holder electing to exercise its rights under this Section 4 shall give written notice to the relevant Offshore Group Company specifying the number of securities to be purchased by such Holder and the calculation by such Holder of its Holder Pro Rata Share.
Each Offshore Group Company, Controlling Shareholder and Founder, Sunny Ocean and HK Holdco shall, and shall ensure that each Subsidiary and its and their respective officers, directors, employees and agents will engage only in legitimate business and ethical practices in commercial operations and in relation to Governmental Authorities.
Each Controlling Shareholder, Founder and Offshore Group Company, HK Holdco, China Growth Capital and Sunny Ocean shall not make any announcement disclosing the Holders’ investment in the Company hereunder or any other Confidential Information in a press release, public announcement, conference, professional or trade publication, mass marketing materials or other public disclosure without obtaining in each instance the prior written consent of the Investor.
Directors may participate in meetings the board of directors of each Offshore Group Company by telephone, and such participation shall constitute presence for purposes of the quorum provisions of Section 5.3(c).
If the required quorum is not present at such reconvened meeting, the directors present shall constitute a quorum to convene such meeting of the board of directors of the relevant Offshore Group Company, provided that at least one Investor Director is present.