Target Equity Interests Sample Clauses

Target Equity Interests. (a) Except for any Encumbrance created under the Original Control Agreement, the Transferor is the sole registered and beneficial owner of the Target Equity Interests, free and clear of any other Encumbrance. The Transferor has the exclusive right to dispose of the Target Equity Interests.
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Target Equity Interests. The Target Equity Interests in respect of the Restructuring and the Buy-Out Transaction are set out below: Percentage of the Independent Sellers’ (except Percentage of for the Excluded Total percentage the Company’s Sellers’) equity of the equity equity interests to interests to be interests to be be disposed of to acquired by disposed of or Target Company Tianshan Cement Tianshan Cement acquired China United Cement 100% N/A 100% South Cement 85.10134% 14.82602% 99.92736% Southwest Cement 79.92845% 15.78814% 95.71659% Sinoma Cement 100% N/A 100% Consideration The parties agreed in the Supplemental Agreements that the consideration is to be satisfied by Tianshan Cement’s issue of Consideration Shares (the numbers of which are subject to approval by the CSRC) (except that part of the consideration payable to certain of such Independent Sellers is to be satisfied by cash) as follows: Number of Consideration Shares to be Amount of cash Number of issued to consideration to Amount of Consideration Amount of the Independent be paid to consideration Shares to be consideration Sellers (except certain for the issued to for the Buy- for the Excluded Independent Target Company Restructuring the Company Out Transaction Sellers) Sellers (RMB million) (RMB million) (RMB million) China United Cement 21,964.5138 1,641,592,959 N/A N/A N/A South Cement 41,533.6985 3,104,162,818 7,235.8364 289,015,868 3,368.8039 Southwest Cement 13,434.8201 1,004,097,168 2,653.7588 153,327,158 602.2414 Sinoma Cement 11,319.4882 846,000,612 N/A N/A N/A Total 88,252.5206 6,595,853,557 9,889.5952 442,343,026 3,971.0454 Basis of the consideration The amount of consideration was determined based on and was equal to the Appraised Value (which has been determined with reference to the valuation reports issued by the Valuer (being an asset valuer) and filed with the SASAC). The methodology of the valuation is as follows:
Sample 1
Target Equity Interests. RISE Hong Kong agrees to sell to the Purchaser, and the Purchaser agrees to purchase from RISE Hong Kong, 100% equity interests held by RISE Hong Kong in Rise Tianjin (“Target Equity Interests”), upon the terms and conditions set forth in this Agreement.
Sample 1
Target Equity Interests. 1.1 Under the following circumstances, the Zhongming shall have the right to require the Shareholders to transfer any and all of the equity interests of Zhongmin the Shareholders hold (the “Target Equity Interests”) to the Zhongming and/or a third party designated by the Zhongming (the “Designee”), in whole or in part, subject to the Zhongming’s specific requirements (the “Equity Interests Transfer Option”), and the Shareholders shall transfer the Target Equity Interests to the Zhongming and/or its Designee in accordance with the Zhongming’s requirements, except the Zhongming and/or its Designee, the Shareholders shall not grant the Equity Interests Transfer Option to any other third parties.
Sample 1
Target Equity Interests. Each Target Equity Interest issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and automatically converted into the right to receive the Initial Consideration on the Initial Payment Date and the Subsequent Consideration on the Subsequent Payment Date, upon the surrender of the certificates representing such Target Equity Interests in the manner provided for in Section 1.8 hereof (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.8 hereof).
Sample 1

Related to Target Equity Interests

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Other Equity Interests Subject to the percentage restrictions described above, any and all other Capital Stock or other equity interests owned by the Pledgors in any Domestic Subsidiary or any Foreign Subsidiary.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Pledged Equity Interests, Investment Related Property (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

  • Equity Interests and Subsidiaries (a) Schedule 3.07(a) sets forth a list of (i) the Borrower and each Subsidiary of the Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of the Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

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