Compliance with Laws; Consents and Permits. (a) None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ (direct or indirect) investment in the Company under the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014, and any successor rule or regulation under PRC law (the “Circular 37”) and the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors jointly issued by MOFCOM, the State Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission and SAFE on August 8, 2006 (as amended on June 22, 2009 and from time to time) (the “Order No.10”). Neither the Seller Parties nor any of the other shareholders of the Company has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE with respect to any actual or alleged non-compliance with Circular 37 and any other SAFE rules and regulations and the Company and the shareholders of the Company have made all oral or written filings, registrations, reporting or any other communications required by SAFE. Except as disclosed in Section 3.11(a) of the Disclosure Schedule, none of the Group Companies is under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law.
Appears in 3 contracts
Samples: Series C Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Compliance with Laws; Consents and Permits. (a) None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ (direct or indirect) investment in the Company under the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014, and any successor rule or regulation under PRC law (the “Circular 37Circular37”) and the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors jointly issued by MOFCOM, the State Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission and SAFE on August 8, 2006 (as amended on June 22, 2009 and from time to time) (the “Order No.10”). Neither the Seller Parties nor any of the other shareholders of the Company has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE with respect to any actual or alleged non-compliance with Circular 37 and any other SAFE rules and regulations and the Company and the shareholders of the Company have made all oral or written filings, registrations, reporting or any other communications required by SAFE. Except as disclosed in Section 3.11(a) of the Disclosure Schedule, none of the Group Companies is under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law.
Appears in 3 contracts
Samples: Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Preferred Shares Purchase Agreement (Pinduoduo Inc.), Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Compliance with Laws; Consents and Permits. (a) None of the Seller Parties nor any shareholders of the Company Group Companies is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ (direct or indirect) investment in the Company under the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014, and any successor rule or regulation under PRC law (the “Circular 37”) and the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors jointly issued by MOFCOM, the State Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission and SAFE on August 8, 2006 (as amended on June 22, 2009 and from time to time) (the “Order No.10No. 10”). Neither the Seller Parties Company nor any of the other shareholders of the Company Founder Party has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE with respect to any actual or alleged non-compliance with Circular 37 and any other SAFE rules and regulations and the Company and the shareholders of the Company Founder Parties have made all oral or written filings, registrations, reporting or any other communications required by SAFE. Except as disclosed in Section 3.11(a) of the Disclosure Schedule, none of the Group Companies is under investigation with respect to and has not been threatened to be charged with or given written notice of any violation of, any applicable law.
Appears in 3 contracts
Samples: Series D Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Compliance with Laws; Consents and Permits. (a) Except as set forth in Section 3.12 of the Disclosure Schedule, each of Group Companies is and has been in compliance with all applicable laws in all material respects since its establishment. None of the Seller Parties nor has received any shareholders notice from any Governmental Authority regarding any violation of applicable laws. None of the Group Companies is under investigation with respect to a violation of any law. To the Knowledge of the Seller Parties, each direct shareholder of the Company is which holds more than 5% outstanding Equity Securities of the Company and direct or has been in violation indirect holder or beneficial owner of any applicable statuteequity securities of such direct shareholders (each, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ (direct or indirect) investment in the Company under the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (a “SAFE”) on July 4, 2014, and any successor rule or regulation under PRC law (the “Circular 37”) and the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors jointly issued by MOFCOM, the State Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (the “SAICSecurity Holder”), who is a “Domestic Resident” as defined in Circular 37 has complied with all reporting, filing, updating and/or registration requirements (including filings of amendments to existing registrations) under the China Securities Regulatory Commission SAFE Rules and Regulations, and has made all oral or written filings, registrations, updating, reporting or any other communications required by SAFE on August 8, 2006 (as amended on June 22, 2009 and from time to time) (the “Order No.10”). Neither the Seller Parties nor or any of the other shareholders of the its local branches. No Group Company has, nor has any Security Holder, received any oral or written inquiries, notifications, orders or any other forms form of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with Circular 37 SAFE Rules and Regulations. Each Group Company has all franchises, permits, licenses and any other SAFE rules similar authority required and regulations and necessary for the Company and the shareholders conduct of the Company have made all oral or written filingsits business as currently conducted, registrations, reporting or any other communications required by SAFE. Except as disclosed in Section 3.11(a) of the Disclosure Schedule, none of the Group Companies is under investigation with respect to and has not been threatened to be charged with or given notice of any violation ofincluding without limitation, any applicable lawexisting human genetic resources related project, except where the failure to obtain does not have and is not reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Preferred Shares Purchase Agreement (Genetron Holdings LTD)
