New VIE Agreements of Beijing E Sample Clauses

New VIE Agreements of Beijing E dragon Upon the New VIE Agreements of Beijing E-dragon taking effect, the financial results of Beijing E-dragon will continue to be accounted for and consolidated in the accounts of the Group as if it is a wholly-owned subsidiary of the Company. Mr. Xx, being the executive Director and the Chief Executive Officer of the Company, is a Connected Person. Accordingly, the transactions contemplated under the New VIE Agreements of Beijing E-dragon constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the New VIE Structure of Beijing E-dragon is reproduced from the Existing VIE Structure of Beijing E-dragon as provided under one of the conditions of the IPO Waiver, the New VIE Agreements of Beijing E-dragon are on substantially the same terms as those currently in place under the Existing VIE Structure of Beijing E-dragon, the transactions contemplated under the New VIE Structure of Beijing E-dragon are exempt from strict compliance with (i) the independent Shareholdersapproval requirement under Chapter 14A of the Listing Rules, and (ii) the requirement of setting an annual cap for the transactions under the transactions under the New VIE Structure of Beijing E-dragon.
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New VIE Agreements of Beijing E dragon Beijing E-dragon was owned by Mr. Xxxxx Xxx as to 50% and E-dragon Beijing WFOE as to 50% before the Beijing E-dragon Equity Transfer Agreement coming into effect. As disclosed in the Prospectus, due to applicable laws and regulatory restrictions on foreign ownership in the Relevant Businesses, the Group has effected a series of contractual arrangements with Beijing E-dragon with a view to consolidating our interest in Beijing E-dragon and attracting further investments to support our growing business, and in order to comply with PRC laws and regulations while availing ourselves of international capital markets and maintaining effective control over all of our operations. Please refer to the section headed “Contractual Arrangements ” of the Prospectus for the detailed reasons why our businesses are required to be carried out by way of contractual arrangements from a perspective of compliance of PRC laws and regulations and the details of the Existing VIE Structure of Beijing E-dragon. Considering that Mr. Xx is our executive Director and the chief executive officer of the Company, who is in charge of the day-to-day operations of the Group, changing one of the registered shareholders of Beijing E-dragon from Mr. Xxxxx Xxx to Mr. Xx will: • facilitate the internal control and management of Beijing E-dragon; and • make administrative matters or filings which require the signatures of the registered holders of Beijing E-dragon be handled more efficiently and effectively, considering that Mr. Xxxxx Xxx is our non-executive Director who is not involved in and familiar with the day-to-day operations of the Group.

Related to New VIE Agreements of Beijing E

  • Certain Agreements of the Company The Company agrees with the several Underwriters that:

  • Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing:

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Certain Agreements on Receivables Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that:

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

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